EX-4.4





 Exhibit 4.4 

WARRANT AGREEMENT 
 THINK
ELEVATION CAPITAL GROWTH OPPORTUNITIES 
 and 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 

Dated [●], 2021 
 This
warrant agreement (this “Agreement”), dated [●], 2021, is by and between Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), and American Stock
Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”). 

WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement, with Think Elevation Capital
LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 5,000,000 warrants (or 5,450,000 warrants if the Option (as defined below) is exercised in full)
simultaneously with the closing of the Offering, bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant. Each
Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and 

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the
Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a
price of $1.50 per Private Placement Warrant; and
 WHEREAS, the Company is engaged in an initial public offering (the
“Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share and one-fourth of one Public Warrant (as defined below) (the
“Units”) and, in connection therewith, has determined to issue and deliver up to 6,468,750 redeemable warrants (including up to 843,750 redeemable warrants subject to the Over-allotment Option) to public investors in the
Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the
Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any
fraction of a Warrant; and
 WHEREAS, the Company has filed with the Securities and Exchange Commission (the
“Commission”) registration statement on Form S-1, File No. 333-254519, and a prospectus (the “Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units; and












 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and 

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.    Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company
for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.    Warrants.

2.1.    Form of Warrant. Each Warrant shall initially be issued in registered form only.

2.2.    Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3.    Registration.

2.3.1.    Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a
“Participant”).
 If the Depositary subsequently ceases to make its book-entry settlement system available for the
Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the
Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.












 Physical certificates, if issued, shall be signed by, or bear the facsimile signature of,
the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to serve in such capacity at the date of
issuance.
 2.3.2.    Registered Holder. Prior to due presentment for registration of transfer of any Warrant,
the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented
thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4.    Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin
separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a
“Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Morgan Stanley & Co. LLC, but in no event shall the
Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet
of the Company reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the
“Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release
announcing when such separate trading shall begin.
 2.5.    Fractional Warrants. The Company shall not issue
fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-fourth of one whole Warrant. If, upon the detachment of Public Warrants from the Units or
otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

2.6.    Private Placement Warrants. 

2.6.1.    The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held
by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including
the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until 30 days after the completion by the Company of an initial Business Combination, (iii) shall not be













 
redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be
transferred by the holders thereof:
 (a)    to the Company’s officers or directors, any affiliate or family
member of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, any affiliates of the Sponsor;

(b)    in the case of an individual, by gift to a member of one of the individual’s immediate family, any estate
planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(c)    in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;

(d)    in the case of an individual, pursuant to a qualified domestic relations order;

(e)    by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in
connection with the consummation of a Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;

(f)    by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon
dissolution of the Sponsor; 
 (g)    to the Company for no value for cancellation in connection with the consummation
of our initial Business Combination; 
 (h)    in the event of the Company’s liquidation prior to the completion
of its initial Business Combination; or 
 (i)    in the event of the Company’s completion of a liquidation,
merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial
Business Combination;
 provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the
“Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and that certain letter agreement, dated as of the date hereof (commonly
referred to as an “Insider Letter”), among the Company, the Sponsor and certain other parties thereto. 

3.    Terms and Exercise of Warrants. 

3.1.    Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of
such Warrant and of this Agreement, to purchase from the 












 
Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted
hereunder) described in the prior sentence at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a
period of not less than fifteen Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided that the Company shall provide at least five days’
prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants.

3.2.    Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) (A) commencing on the later of: (i) the date that is 30 days after the first date on which the Company completes a Business Combination, and (ii) the date that is 12 months from the date of the closing of the
Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the
Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private
Placement Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a
valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall
provide at least 20 days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3.    Exercise of Warrants. 

3.3.1.    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 by a book-entry, 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 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 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 Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a)    in lawful money of the United States, in good certified check or good bank draft payable to the order of the
Warrant Agent or by wire transfer of immediately available funds;
 (b)    [Reserved];

(c)    with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or
a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the
“Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less 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 Ordinary Shares for the ten 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;
 (d)    as provided in Section 6.2 hereof with
respect to a Make-Whole Exercise; or
 (e)    as provided in Section 7.4 hereof.

3.3.2.    Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and
the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the
number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new
book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to
issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of
residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of
Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason 












 
of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share,
the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.

3.3.3.    Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this
Agreement shall be validly issued, fully paid and nonassessable.
 3.3.4.    Date of Issuance. Each person in
whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary
Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the register of members of the Company or book-entry system are open.

3.3.5.    Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be
subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the
Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of
the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a
limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as
reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or American Stock
Transfer & Trust Company, LLC as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two Business Days, 












 
confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of
a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the 61st day
after such notice is delivered to the Company.
 4.    Adjustments. 

4.1.    Share Capitalizations. 

4.1.1.    Sub-Divisions. If after the date hereof, and subject to the
provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary
Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in
proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair
Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary
Shares during the ten trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary
Shares shall be issued at less than their par value. 
 4.1.2.    Extraordinary Dividends. If the Company, at
any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other
shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and
articles of association (i) to affect the substance or timing of the Company’s obligation to provide for the redemption of Ordinary Shares in connection with an initial Business Combination or to redeem 100% of the Company’s public
shares if the Company does not consummate its initial Business Combination within 24 months from the closing of the Offering, 












 
or in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its
liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each
Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with
the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent
it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share. 

4.2.    Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6 hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of
such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.

 4.3.    Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of
the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so
purchasable immediately thereafter. 
 4.4.    Raising of the Capital in Connection with the Initial Business
Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less
than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor, any other holder of the Company’s Class B ordinary shares, par
value $0.0001 (the “Class B Ordinary Shares”), or their respective affiliates, without taking into account any Class B Ordinary Shares held by the Sponsor, any other holder of the
Class B Ordinary Shares or their respective affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading
price of Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business 












 
Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the
Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly
Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. 

4.5.    Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the issued and outstanding Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any
merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and
outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided,
however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of
securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such
consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of association or as a result of the repurchase of Ordinary Shares by the
Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of
Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of
cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) 












 
as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by
the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within 30 days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars)
equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as
defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Ordinary
Share shall be the volume weighted average price of the Ordinary Shares during the ten trading day period ending on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a
period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share,
and (ii) in all other cases, the volume weighted average price of the Ordinary Shares during the ten trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.5. The provisions
of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share
issuable upon exercise of such Warrant. 
 4.6.    Notices of Changes in Warrant. Upon every adjustment of the
Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 

4.7.    No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the
Company shall not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder. 












 4.8.    Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to
this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed. 

5.    Transfer and Exchange of Warrants. 

5.1.    Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any
outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request. 
 5.2.    Procedure for Surrender of Warrants. Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to
another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the
Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend. 
 5.3.    Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 

5.4.    Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

 5.5.    Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to
deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with
Warrants duly executed on behalf of the Company for such purpose. 












 5.6.    Transfer of Warrants. Prior to the Detachment Date, the
Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and
after the Detachment Date. 
 6.    Redemption. 

6.1.    Redemption of Warrants When Ordinary Shares Trade At or Above $18.00. Subject to
Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of
the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof) for any 20 trading days within a 30-trading day period ending three trading days before the date on which notice of redemption pursuant to this
Section 6.1 is sent to the Registered Holders and (b) there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.3 below). 

6.2.    Redemption of Warrants When Ordinary Shares Trade At or Above $10.00. Subject to
Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of
the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with
Section 4 hereof) for any 20 trading days within a 30-trading day period ending three trading days before the date on which notice of redemption pursuant to
this Section 6.2 is sent to the Registered Holders. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the
Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of
this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten trading days immediately following the date on which notice of redemption
pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no
later than one Business Day after the ten trading day period described above ends. 
  

																																					
	 	  	Fair Market Value of Class A Ordinary Shares	 
	 Redemption Date

(period to expiration of warrants)
	  	£10.00	 	  	11.00	 	  	12.00	 	  	13.00	 	  	14.00	 	  	15.00	 	  	16.00	 	  	17.00	 	  	318.00	 
	 60 months
	  	 	0.261	 	  	 	0.281	 	  	 	0.297	 	  	 	0.311	 	  	 	0.324	 	  	 	0.337	 	  	 	0.348	 	  	 	0.358	 	  	 	0.361	 
	 57 months
	  	 	0.257	 	  	 	0.277	 	  	 	0.294	 	  	 	0.310	 	  	 	0.324	 	  	 	0.337	 	  	 	0.348	 	  	 	0.358	 	  	 	0.361	 
	 54 months
	  	 	0.252	 	  	 	0.272	 	  	 	0.291	 	  	 	0.307	 	  	 	0.322	 	  	 	0.335	 	  	 	0.347	 	  	 	0.357	 	  	 	0.361	 
	 51 months
	  	 	0.246	 	  	 	0.268	 	  	 	0.287	 	  	 	0.304	 	  	 	0.320	 	  	 	0.333	 	  	 	0.346	 	  	 	0.357	 	  	 	0.361	 














																																					
	 48 months
	  	 	0.241	 	  	 	0.263	 	  	 	0.283	 	  	 	0.301	 	  	 	0.317	 	  	 	0.332	 	  	 	0.344	 	  	 	0.356	 	  	 	0.361	 
	 45 months
	  	 	0.235	 	  	 	0.258	 	  	 	0.279	 	  	 	0.298	 	  	 	0.315	 	  	 	0.330	 	  	 	0.343	 	  	 	0.356	 	  	 	0.361	 
	 42 months
	  	 	0.228	 	  	 	0.252	 	  	 	0.274	 	  	 	0.294	 	  	 	0.312	 	  	 	0.328	 	  	 	0.342	 	  	 	0.355	 	  	 	0.361	 
	 39 months
	  	 	0.221	 	  	 	0.246	 	  	 	0.269	 	  	 	0.290	 	  	 	0.309	 	  	 	0.325	 	  	 	0.340	 	  	 	0.354	 	  	 	0.361	 
	 36 months
	  	 	0.213	 	  	 	0.239	 	  	 	0.263	 	  	 	0.285	 	  	 	0.305	 	  	 	0.323	 	  	 	0.339	 	  	 	0.353	 	  	 	0.361	 
	 33 months
	  	 	0.205	 	  	 	0.232	 	  	 	0.257	 	  	 	0.280	 	  	 	0.301	 	  	 	0.320	 	  	 	0.337	 	  	 	0.352	 	  	 	0.361	 
	 30 months
	  	 	0.196	 	  	 	0.224	 	  	 	0.250	 	  	 	0.274	 	  	 	0.297	 	  	 	0.316	 	  	 	0.335	 	  	 	0.351	 	  	 	0.361	 
	 27 months
	  	 	0.185	 	  	 	0.214	 	  	 	0.242	 	  	 	0.268	 	  	 	0.291	 	  	 	0.313	 	  	 	0.332	 	  	 	0.350	 	  	 	0.361	 
	 24 months
	  	 	0.173	 	  	 	0.204	 	  	 	0.233	 	  	 	0.260	 	  	 	0.285	 	  	 	0.308	 	  	 	0.329	 	  	 	0.348	 	  	 	0.361	 
	 21 months
	  	 	0.161	 	  	 	0.193	 	  	 	0.223	 	  	 	0.252	 	  	 	0.279	 	  	 	0.304	 	  	 	0.326	 	  	 	0.347	 	  	 	0.361	 
	 18 months
	  	 	0.146	 	  	 	0.179	 	  	 	0.211	 	  	 	0.242	 	  	 	0.271	 	  	 	0.298	 	  	 	0.322	 	  	 	0.345	 	  	 	0.361	 
	 15 months
	  	 	0.130	 	  	 	0.164	 	  	 	0.197	 	  	 	0.230	 	  	 	0.262	 	  	 	0.291	 	  	 	0.317	 	  	 	0.342	 	  	 	0.361	 
	 12 months
	  	 	0.111	 	  	 	0.146	 	  	 	0.181	 	  	 	0.216	 	  	 	0.250	 	  	 	0.282	 	  	 	0.312	 	  	 	0.339	 	  	 	0.361	 
	 9 months
	  	 	0.090	 	  	 	0.125	 	  	 	0.162	 	  	 	0.199	 	  	 	0.237	 	  	 	0.272	 	  	 	0.305	 	  	 	0.336	 	  	 	0.361	 
	 6 months
	  	 	0.065	 	  	 	0.099	 	  	 	0.137	 	  	 	0.178	 	  	 	0.219	 	  	 	0.259	 	  	 	0.296	 	  	 	0.331	 	  	 	0.361	 
	 3 months
	  	 	0.034	 	  	 	0.065	 	  	 	0.104	 	  	 	0.150	 	  	 	0.197	 	  	 	0.243	 	  	 	0.286	 	  	 	0.326	 	  	 	0.361	 
	 0 months
	  	 	—  	 	  	 	—  	 	  	 	0.042	 	  	 	0.115	 	  	 	0.179	 	  	 	0.233	 	  	 	0.281	 	  	 	0.323	 	  	 	0.361	 

 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which
case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be
determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a
365- or 366-day year, as applicable. 
 The share prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares
issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares
in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price of a Warrant is adjusted, (a) in the case of an adjustment pursuant to
Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such
adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment)

 6.3.    Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the
Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this
Agreement, 












 
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and
(b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any 20 trading days within the 30 trading-day period ending on the third trading day prior
to the date on which notice of the redemption is given. 
 6.4.    Exercise After Notice of Redemption. The
Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to
Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price. 

6.5.    Exclusion of Private Placement Warrants. The Company agrees that (i) the redemption rights provided in
Section 6.1 hereof shall not apply to the Private Placement Warrants and (ii) the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if the Reference Value equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof). However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the
Company may redeem the Private Placement Warrants pursuant to Sections 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to
exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof. 

7.    Other Provisions Relating to Rights of Holders of Warrants. 

7.1.    No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a
shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders
or the election of directors of the Company or any other matter. 
 7.2.    Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone. 

7.3.    Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its
authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 

7.4.    Registration of Ordinary Shares; Cashless Exercise at Company’s Option. 

7.4.1.    Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event
later than 20 Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission 












 
a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts
to cause the same to become effective within 60 Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants
shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in
accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares
underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1,
“Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten trading day period ending on the trading day prior to the date that notice of exercise is received by the
Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with
the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that
(i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be
freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend.
Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the
first three sentences of this subsection 7.4.1. 
 7.4.2.    Cashless Exercise at Company’s Option.
If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act,
the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described
in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary
Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public
Warrant under applicable blue sky laws to the extent an exemption is not available. 












 8.    Concerning the Warrant Agent and Other Matters. 

8.1.    Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares. 

8.2.    Resignation, Consolidation, or Merger of Warrant Agent. 

8.2.1.    Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
may resign its duties and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or
incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the
laws of the State of New York, in good standing and having its principal office in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 

8.2.2.    Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the
Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment. 

8.2.3.    Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with
which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act. 

8.3.    Fees and Expenses of Warrant Agent. 

8.3.1.    Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as
such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all reasonable and documented third-party expenditures that the Warrant Agent may reasonably incur in the execution
of its duties hereunder. 












 8.3.2.    Further Assurances. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of
the provisions of this Agreement. 
 8.4.    Liability of Warrant Agent. 

8.4.1.    Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the
Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the General Counsel, the Secretary or the
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 

8.4.2.    Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful
misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith. 
 8.4.3.    Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the
manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable. 

8.5.    Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees
to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the
Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants. 
 8.6.    Waiver. The
Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain
Investment Management Trust Agreement, dated as of the date hereof, by and 












 
between the Company and U.S. Bank, National Association, as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account. 

9.    Miscellaneous Provisions. 

9.1.    Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 
 9.2.    Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: 

Think Elevation Capital Growth Opportunities 

One Letterman Drive 
 Building C,
Suite Cm-420 
 San Francisco, CA 94129 

Attention: Tom Glaser 
 Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: 

American Stock Transfer & Trust Company, LLC 

6201 15th Ave 
 Brooklyn, 

New York, New York 11219 

Attention: [●] 
 with a
copy in each case to: 
 Sidley Austin LLP 

787 7th Avenue 
 New York, New
York, 10019 
 Attention: David Ni; George J. Vlahakos 

and 
 Davis Polk &
Wardwell LLP 
 c/o 18th Floor, The Hong Kong Club Building 

3A Chater Road, Central 
 Hong
Kong 
 Attention: James C. Lin 












 and 

Davis Polk & Wardwell LLP 

450 Lexington Avenue 
 New York,
New York 10017 
 Attention: Derek J. Dostal 

and 
 Morgan Stanely &
Co. LLC 
 [●] 
 [●]

 9.3.    Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such
action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought
to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. 

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to
the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States
District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and
federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. 

9.4.    Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or
give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the
Warrants.












 9.5.    Examination of the Warrant Agreement. A copy of this
Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such
holder’s Warrant for inspection by the Warrant Agent. 
 9.6.    Counterparts. This Agreement may be
executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

9.7.    Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement
and shall not affect the interpretation thereof.
 9.8.    Amendments. This Agreement may be amended by the
parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set
forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or
(iii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders
under this Agreement. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require
the vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the
Private Placement Warrants, 50% of the then-outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the Registered Holders. 
 9.9.    Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 

Exhibit A — Form of Warrant Certificate 

Exhibit B Legend — Private Placement Warrants 












 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

			
	THINK ELEVATION CAPITAL GROWTH OPPORTUNITIES
		
	By:	 	
                     
                    

		 	Name:
		 	Title:
	
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	as Warrant Agent
		
	By:	 	
                     
                    

		 	Name:
		 	Title:


 Signature Page to Warrant Agreement 












 EXHIBIT A 

[FACE] 
 Number 

Warrants 
 THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO 
 THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR 

IN THE WARRANT AGREEMENT DESCRIBED BELOW 

Think Elevation Capital Growth Opportunities 

Incorporated Under the Laws of the Cayman Islands 

CUSIP [●] 
 Warrant
Certificate 
 This Warrant Certificate certifies
that                , or registered assigns, is the registered holder of
                 warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001
par value (“Ordinary Shares”), of Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set
forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement. 
 Each whole Warrant is initially exercisable for one fully paid and
non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary
Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.
 The initial Exercise Price per one Ordinary Share for any Warrant is
equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. 

  
 A-1 













 Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
 This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New
York. 

  
 A-2 













 
			
	THINK ELEVATION CAPITAL GROWTH OPPORTUNITIES
		
	By:	 	
                     
                    

		 	Name:
		 	Title:
	
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	as Warrant Agent
		
	By:	 	
                     
                    

		 	Name:
		 	Title:



  
 A-3 













 [Form of Warrant Certificate]

[Reverse] 
 The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive                  Ordinary Shares and
are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust Company, LLC, a New York
limited liability company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement. 
 Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The
holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price
as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised. 
 Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the
time of exercise (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except
through “cashless exercise” as provided for in the Warrant Agreement. 
 The Warrant Agreement provides that upon the
occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 

  
 A-4 













 Upon due presentation for registration of transfer of this Warrant Certificate at the office
of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company. 

  
 A-5 













 Election to Purchase

(To Be Executed Upon Exercise of Warrant) 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
                 Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Think Elevation Capital Growth Opportunities (the
“Company”) in the amount of $             in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in
the name of                 , whose address is                  and that such Ordinary
Shares be delivered to                  whose address is                 . If said
                 number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of                 , whose address is
                 and that such Warrant Certificate be delivered to                 ,
whose address is                 . 
 In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with Section 6.2 of the Warrant Agreement.
 In the event that
the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall
be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. 
 In the event that the Warrant is to be
exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
the Warrant Agreement.
 In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless
exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall
complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares
is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of                 , whose address is                  and that such Warrant
Certificate be delivered to                 , whose address is                 .

(Signature Page Follows) 

  
 A-6 













 Date:             , 20 

 

	
	(Signature)
	
	(Address)
	
	  
 (Tax Identification
Number)



  

	
	 Signature Guaranteed:

	
	
                     



 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). 

  
 A-7 













 EXHIBIT B 

LEGEND 
 THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG THINK ELEVATION CAPITAL GROWTH OPPORTUNITIES (THE
“COMPANY”), THINK ELEVATION CAPITAL LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH THE COMPANY
COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. 
 SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE
COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. 

NO.                      WARRANT 

  
 B-1