Exhibit 10.3


  


Execution
Version


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this
“Agreement”), dated as of October 28, 2021, is entered into by and among SDCL EDGE Acquisition Corporation, a Cayman
Islands exempted company (the “Company”) and SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the
“Sponsor”), Sustainable Investors Fund, LP, a Delaware limited liability company (“Capricorn”),
and Seaside Holdings (Nominee) Limited, a Guernsey limited company (“Seaside”, together with the Sponsor and Capricorn,
the “Purchasers” and each a “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50
per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-254238, under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS,
the Purchasers have agreed to purchase an aggregate amount of warrants as set out herein (plus additional redeemable warrants, in the
amount set out herein, if the underwriters in the Public Offering exercises their option to purchase additional units in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50
per Share, at a price of $1.00 per warrant, subject to adjustment.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section
1.Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Purchasers.


 


B.
Purchase and Sale of the Private Placement Warrants.


 


(i)
On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell:


 


(a)
to the Sponsor, and the Sponsor shall purchase from the Company, 6,600,000 Private Placement Warrants at a price of $1.00 per warrant
for an aggregate purchase price of $6,600,000 (the “Sponsor Purchase Price”). The Sponsor shall pay the Sponsor Purchase
Price by wire transfer of immediately available funds in the following amounts: (A) $2,650,000 to the Company at a financial institution
to be chosen by the Company, and (B) $3,950,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee (the “Trust Account”);


 


(b)
to Capricorn, and Capricorn shall purchase from the Company, 825,000 Private Placement Warrants at a price of $1.00 per warrant for an
aggregate purchase price of $825,000 (the “Capricorn Purchase Price”). Capricorn shall pay the Capricorn Purchase
Price by wire transfer of immediately available funds equal to $825,000 to the Company at a financial institution to be chosen by the
Company;


 




     

     


    

 


(c)
to Seaside, and Seaside shall purchase from the Company, 825,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $825,000 (the “Seaside Purchase Price”). Seaside shall pay the Seaside Purchase Price by wire transfer
of immediately available funds equal to $825,000 to the Company at a financial institution to be chosen by the Company.


 


in
each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On
the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior paragraphs (a) through (c) (as applicable), the
Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered
in each Purchaser’s name to the relevant Purchaser or effect such delivery in book-entry form.


 


(ii)
On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by each Purchaser and the Company (each such date, an “Option Closing Date,”
and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell:


 


(a)
to the Sponsor, and the Sponsor shall purchase from the Company, up to 630,000 Private Placement Warrants (or, to the extent the option
to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the
option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $630,000 (the “Sponsor Option
Purchase Price”);


 


(b)
to Capricorn, and Capricorn shall purchase from the Company, up to 78,750 Private Placement Warrants (or, to the extent the option to
purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the
option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $78,750 (the “Capricorn Option
Purchase Price”);


 


(c)
to Seaside, and Seaside shall purchase from the Company, up to 78,750 Private Placement Warrants (or, to the extent the option to purchase
additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that
is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $78,750 (the “Seaside Option Purchase
Price”),


 


it
being agreed and acknowledged that each Purchaser shall pay the Sponsor Option Purchase Price, Capricorn Option Purchase Price, or Seaside
Option Purchase Price (as applicable), in accordance with the Company’s wire instruction by wire transfer of immediately available
funds to the Trust Account, at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the
receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private
Placement Warrants purchased on such date duly registered in each relevant Purchaser’s name to the relevant Purchaser or effect
such delivery in book-entry form.


 


C.
Terms of the Private Placement Warrants.


 


(i)
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”), and shall be subject
to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, each Purchaser and the other parties
thereto, in connection with the Public Offering.


 


(ii)
On the IPO Closing Date, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to the Private
Placement Warrants and the Shares underlying the Private Placement Warrants.


 






     

     


    

 


 Section
2.Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and
purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties
shall survive each Closing Date) that:


 


A.
Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in
a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the memorandum and articles of association of the Company (in effect on the date hereof or
as may be amended prior to completion of the Public Offering) or any material law, statute, rule or regulation to which the Company is
subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date
hereof under federal or state securities laws.


 


C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and
upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will
be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Warrants, the Shares issuable
upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchasers
will each have good title to the Private Placement Warrants purchased by each of them and the Shares issuable upon exercise of such Private
Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder
and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of each Purchaser.


 


D.
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company
of any other transactions contemplated hereby.


 


E.
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors
or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant
to Rule 506(d) of Regulation D under the Securities Act.


 






     

     


    

 


Section
3.Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchasers, each Purchaser (strictly on a several and not joint basis) hereby represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 








A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or
any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon
such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view
towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. 


  




     

     


    

 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed
to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that
position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical
compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon
another exemption from the registration requirements of the Securities Act.


 


(viii)
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks
of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant
Agreement.


 


Section
4.Conditions of the Purchasers’ Obligations. The several obligations of each Purchaser to purchase and pay for the Private
Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct
at and as of the Closing Date as though then made.


 


B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before such Closing Date.


 


C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D.
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of
Exhibit A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to each
Purchaser (acting reasonably).


 


Section
5.Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and
correct at and as of such Closing Date as though then made.


 


 


B.
Performance. Each Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by the relevant Purchaser on or before such Closing Date.


 


C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 




     

     


    

 


D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


E.
Warrant Agreement. The Company shall have entered into the Warrant Agreement.


 


Section
6.Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchasers to their affiliates (including, without limitation one or more of their members).


 


B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures
of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement
transmitted via facsimile or email shall be valid and effective to bind the party so signing.


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the laws of another jurisdiction.


 


F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by the parties hereto.


 


Section
7.Termination. This Agreement may be terminated at any time after December 31, 2021, upon the election by either the Company
or any Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section
8.Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date.


 


Section
9.Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
Registration Statement on Form S-1 that the Company has filed with the SEC, under the Securities Act.


 


[Signature
Page Follows]


 




     

     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


	 	SDCL EDGE
    ACQUISITION CORPORATION

    (as Company)
	 	 	 
	 	By:	/s/
    Ned Davis
	 	 	Name: 	Ned Davis
	 	 	Title:  	Chief Financial Officer


 


 


 





[Signature Page to the Private Placement Warrants
Agreement]

 




     

     


    

 


	 	SDCL
                    EDGE SPONSOR LLC 

    (as
    Sponsor)

	 	 	 
	 	By:	/s/
    Benoit Sansoucy
	 	 	Name: 	Benoit Sansoucy
	 	 	Title:   	Manager


 


 


 





[Signature Page to the Private Placement Warrants
Agreement]

 




     

     


    

 


	 	SUSTAINABLE
                    INVESTORS FUND, LP 

    (as
    Purchaser)

	 	 	 
	 	By:	/s/
    Eric Techel
	 	 	Name: 	Eric Techel
	 	 	Title:	 


 


 


 





[Signature Page to the Private Placement Warrants
Agreement]

 




     

     


    

 


	 	SEASIDE
                    HOLDINGS (NOMINEE) LIMITED

    (as
    Purchaser)

	 	 	 
	 	By:	/s/
    Glen Broadhurst
	 	 	Name: 	Glen Broadhurst
	 	 	Title:   	Director



 


 


 


[Signature Page to the Private Placement Warrants
Agreement]


 



     

     


    

 


EXHIBIT
A


 


Warrant
Agreement


 


 


 


 


 




     

     


    

 


WARRANT
AGREEMENT



SDCL EDGE ACQUISITION CORPORATION



and



CONTINENTAL STOCK TRANSFER & TRUST COMPANY



Dated _____________, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated _____________ , 2021, is by and between SDCL EDGE Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS,
it is proposed that the Company enter into that certain Sponsor Warrants Purchase Agreement, with: (i) SDCL EDGE Sponsor LP, a Cayman
Islands limited liability company (the “Sponsor”), (ii) Sustainable Investors Fund, LLC, a Delaware limited liability
company ("Capricorn"), and (iii) Seaside Holdings (Nominee) Limited, a Guernsey limited company ("Seaside"
and, together with Capricorn, the "A Anchor Investors"), pursuant to which: (i) the Sponsor will purchase an aggregate
of 6,600,000 warrants (or up to 7,230,000 warrants if the underwriters in the Offering (as defined below) exercise their Over-allotment
Option (as defined below) in full), (ii) Capricorn will purchase an aggregate of 825,000 warrants (or up to 903,750 warrants if the underwriters
in the Offering (as defined below) exercise their Over-allotment Option (as defined below) in full), and (iii) Seaside will purchase
an aggregate of 825,000 warrants (or up to 903,750 warrants if the underwriters in the Offering (as defined below) exercise their Over-allotment
Option (as defined below) in full), all 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 $1.00 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, the A Anchor Investors, or its or their affiliates, 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 1,500,000 Private Placement Warrants at a price of $1.00 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-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 10,062,500 redeemable warrants (including up to 1,312,500 redeemable
warrants subject to the Over-allotment Option (as defined below)) 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”) a registration statement on Form
S-1, File No. _____________ 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	 



     


    

 


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 be such
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 Goldman Sachs & Co LLC and BofA
Securities, Inc., 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 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) if the Detachment Date is earlier than the 52nd day following
the date of the Prospectus, the Company issues a press release announcing when such earlier separate trading shall begin.


 




    	 	3	 



     


    

 


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-half of one whole Public 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. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held
by the Sponsor, the A Anchor Investors, or any of its or their 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 thirty (30)
days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to
Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof if the Reference
Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); 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 affiliates or family members of any of the Company’s officers or directors, any
members or partners of the Sponsor or the A Anchor Investors, or their affiliates, any affiliates of the Sponsor and the A Anchor Investors,
or any employees of such affiliates;


 


(b) in
the case of an individual, by gift to a member of one of the individual’s immediate family 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 the consummation of the Company’s 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 Sponsor’s or the A Anchor Investors' organizational documents upon liquidation or dissolution of the Sponsor or the
A Anchor Investors;


 


(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


 




    	 	4	 



     


    

 


(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.


 


		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 thirty (30) days after the first date on which the Company completes a Business Combination, and (ii)
the date that is twelve (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 (5) 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, the A Anchor Investors, or its or their Permitted Transferees with respect to
a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), Section 6.2 hereof, 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) (other than with respect to a Private Placement Warrant then held by the Sponsor,
the A Anchor Investors, or its or their Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or,
if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section
6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement
Warrant then held by the Sponsor, the A Anchor Investors, or its or their Permitted Transferees in the event of a redemption pursuant
to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof), Section 6.2 hereof) 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 twenty (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.


 




    	 	5	 



     


    

 


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 wire payable to the Warrant Agent;


 


(b)
[Reserved];


 


(c) with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, the A Anchor Investors, or
a Permitted Transferee, by surrendering the Warrants for that number of 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 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 Fair Market Value” shall mean the average last reported sale price of the 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;


 


(d) as
provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 




    	 	6	 



     


    

 


(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 non-assessable.


 


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 share transfer books or book-entry system are open.


 




    	 	7	 



     


    

 


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 Continental Stock Transfer & Trust Company, 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 (2) 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 sixty-first (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 (1) 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 (10) 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.


 




    	 	8	 



     


    

 


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 modify the substance or timing of
the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection with the Company’s
initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination
within the time period required by the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time
to time, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, or (e) 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).


 


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.


 




    	 	9	 



     


    

 


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 or its affiliates, without taking into account any Class B Ordinary Shares,
par value $0.0001 per share, of the Company held by the Sponsor, the A Anchor Investors, or such 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 Company’s 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 twenty (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 higher of the Market Value and the Newly Issued
Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the
nearest cent) to be equal to 180% of the higher 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 higher of the Market Value and the Newly Issued
Price.


 




    	 	10	 



     


    

 


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 of the Company 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 thirty (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 (10) 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 (10) 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 4.4. The provisions of this Section
4.4 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.


 




    	 	11	 



     


    

 


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.


 


4.9 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this
Section ‎4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section ‎4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section ‎4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however,
that under no circumstances shall the Warrants be adjusted pursuant to this Section ‎4.9 as a result of any issuance of securities
in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any
adjustment recommended in such opinion.


 




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		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,
however 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.


 




    	 	13	 



     


    

 


		6.	Redemption.



 


6.1 Redemption
of Warrants for Cash. 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) 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 for Ordinary Shares. 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 (i)
the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if
the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement
Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. 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 (10) 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 (1) Business Day after the ten (10) trading
day period described above ends.


 


	 	 	Redemption Fair Market Value of 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	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.280	 	 	 	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.


 




    	 	14	 



     


    

 



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 thirty (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 twenty
(20) trading days within the thirty (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, if in connection with a redemption pursuant to Section
6.2 of this Agreement, on a “cashless basis” in accordance with such section) 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 (a) the redemption rights provided in Section 6.1 hereof shall
not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the
Sponsor, the A Anchor Investors, or its or their Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall
not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the
Sponsor, the A Anchor Investors, or its or their Permitted Transferees. 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 Section 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.


 




    	 	15	 



     


    

 


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 twenty (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 sixty (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 sixtieth (60th) Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the sixty-first (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 (10) 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.


 




    	 	16	 



     


    

 


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 sixty (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 thirty (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.


 




    	 	17	 



     


    

 


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 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 non-assessable.


 




    	 	18	 



     


    

 


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 Continental Stock Transfer & Trust Company 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 (5) 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:


 


SDCL
EDGE Acquisition Corporation

1120 Avenue of the Americas, 4th Floor


New
York, New York 10036


Attention:
Co-Chief Executive Officer


 


with
a copy to


 


Skadden,
Arps, Slate Meagher & Flom (UK) LLP


40
Bank Street


London
E14 5DS


United
Kingdom


Attention:
Lorenzo Corte


 




    	 	19	 



     


    

 


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 (5) 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:


 


Continental
Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


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.


 




    	 	20	 



     


    

 


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 65% 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, 65% 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.


 


[Signature
Page Follows]


 




    	 	21	 



     


    

 


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


 


	 	SDCL EDGE Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


 





[Signature Page to the Warrants Agreement]

 




     

     


    

 





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


 





 





[Signature Page to the Warrants Agreement]

 




     

     


    

 


EXHIBIT
A


 


Attached


Exhibit
A to Warrant Agreement


 


 


 


 





[Exhibit A to Warrant Agreement]

 




     

     


    

 


[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


 


SDCL
EDGE Acquisition Corporation


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 SDCL EDGE Acquisition Corporation, 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 non-assessable 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.


 


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.


 







     

     


    

 


	 	SDCL
    EDGE ACQUISITION CORPORATION
	 	 	 
	 	By:	                                  
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, 

    AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






     

     


    

 


[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 Continental Stock Transfer & Trust Company, a New York corporation, 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.


 


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.


 






     

     


    

 


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 SDCL EDGE Acquisition Corporation (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 subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement,
as applicable.


 


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]


 






     

     


    

 





	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).


 




     

     


    

 


EXHIBIT
B


 


LEGEND


 


THE
SECURITIES REPRESENTED HEREBY 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 SDCL EDGE ACQUISITION CORPORATION (THE “COMPANY”), SDCL EDGE ACQUISITION
LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(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


 


 





[Exhibit B to Warrant Agreement]

 




     

     


    

 


EXHIBIT
B


 


Registration
Rights Agreement


 


 


 


 


 


 


 


 





[Exhibit B to Private Placement Warrants Purchase
Agreement] 


 




     

     


    

 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______________, 2021, is made and entered into by and
among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SDCL EDGE Sponsor LLC,
a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the
signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of February 23, 2021, pursuant
to which the Sponsor purchased an aggregate of 7,187,500 shares of the Company’s Class B ordinary shares, par value $0.0001
per share (the “Class B Ordinary Shares”);


 


WHEREAS,
the Company subsequently repurchased 2,156,500 Class B Ordinary Shares from the Sponsor for an aggregate consideration of $0.001 and
subsequently cancelled the repurchased shares, resulting in a decrease in an aggregate outstanding amount of 5,031,250 Class B Ordinary
Shares;


 


WHEREAS,
on _____________,2021, the Sponsor transferred an aggregate of __________ Class B Ordinary Shares to certain Holders and other parties
for an aggregate consideration of $____________;


 


WHEREAS,
the Sponsor currently owns _____________ shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class
B Ordinary Shares”), the other Holders currently own an aggregate of _____________ Class B Ordinary Shares, which were received
from the Sponsor, and certain other parties currently own an aggregate of _____________ Class B Ordinary Shares, which were received
from the Sponsor;


 


WHEREAS,
the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions
provided in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time;


 


WHEREAS,
on _____________, 2021, the Company, the Sponsor and Holders entered into that certain Private Placement Warrants Purchase Agreement,
pursuant to which the Sponsor and Holders agreed to purchase 8,250,000 warrants (or up to 9,037,500 warrants if the Underwriters’
(as defined below) option to purchase additional units in connection with the Company’s initial public offering is exercised in
full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing
of the Company’s initial public offering;


 




    	 	1	 



     


    

 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended Business Combination (as defined below), the
Sponsor, certain Holders or certain of the Company’s officers or 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 an additional 1,500,000 Private Placement
Warrants (the “Working Capital Warrants”); and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


ARTICLE
I


 

DEFINITIONS


 


Section
1.1Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the
respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment
of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i)
would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona
fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business
combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.1.1.


 




    	 	2	 



     


    

 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-1” shall have the meaning given in subsection 2.1.1.


 


“Form
S-3” shall have the meaning given in subsection 2.3.1.


 


“Founder
Shares” shall mean the Class B Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon conversion
thereof.


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after
the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported
sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or
other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of the date hereof, by and between the Company, the Sponsor and
each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 


“Permitted
Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer or has transferred
such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the
case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.


 




    	 	3	 



     


    

 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of
such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or
conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted
Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable
upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants (including any
Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) the Working Capital Warrants (including
any Ordinary Shares issued or issuable upon the conversion of working capital loans), (d) any outstanding Ordinary Shares or any other
equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held
by a Holder as of the date of this Agreement, and (e) any other equity security of the Company issued or issuable with respect to any
such Ordinary Shares by way of a share capitalization or share split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall
cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc.) and any securities exchange on which the Ordinary Shares are then listed;


 


(B) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 




    	 	4	 



     


    




 


(C) printing,
messenger, telephone and delivery expenses;


 


(D) reasonable
fees and disbursements of counsel for the Company; 3


 


(E) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
Registration; and


 


(F) reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf
Takedown.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Sponsor
Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.


 


“Subsequent
Shelf Registration” shall have the meaning given in subsection 2.3.2.


 


“Takedown
Requesting Holder” shall have the meaning given in subsection 2.3.3.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are
sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.3.3.


 


“Working
Capital Warrants” shall have the meaning given in the Recitals hereto.


 




    	 	5	 



     


    

 


ARTICLE
II


 

REGISTRATIONS


 


Section
2.1Demand Registration.


 


2.1.1. Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from
time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority-in-interest of
the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration
of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within five (5) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders
of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all
or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify
the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. Upon receipt
by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon
thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that
a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available
at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders
to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1
of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.


 


2.1.2. Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has
complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such
Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,
but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required
to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated.


 




    	 	6	 



     


    

 


2.1.3. Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4. Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire
to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 




    	 	7	 



     


    

 


2.1.5. Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the
Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


Section
2.2Piggyback Registration.


 


2.2.1. Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by
the Company and by the shareholders of the Company, including, without limitation, pursuant to Section 2.1 hereof), other
than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer
or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into
equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven (7) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within three (3) business days after receipt of such written notice (such Registration
a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in
such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten
Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in
a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted
in accordance with subsection 2.3.3.


 




    	 	8	 



     


    

 


2.2.2. Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating
in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken
together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum
Number of Securities, then:


 


(a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,
Pro Rata based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register
its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of
Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which
can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for
the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements
with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 




    	 	9	 



     


    

 


2.2.3. Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4. Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


Section
2.3Shelf Registrations.


 


2.3.1. The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under
the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable
Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”),
or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1
(a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method
or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s receipt of
a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written
notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in
writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter,
but not more than ten (10) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the
Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together
with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration
pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance
with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf
on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after
the Company is eligible to use Form S-3.


 




    	 	10	 



     


    

 


2.3.2. If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are
still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf
to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness
of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration
statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such
Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf
Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become
effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf
Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as
there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent
that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In
the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company,
upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to
be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf
Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration
shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities
to be so covered once annually after inquiry of the Holders.


 


2.3.3. At
any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any
portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such
offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts)
reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written
notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the
approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net
of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown
the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior
to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such
holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which
shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall
not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 




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2.3.4. If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown
Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting
Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to
sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first,
the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other
equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined
Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included
in such Underwritten Shelf Takedown.


 


2.3.5. The
Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior
to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under
this subsection 2.3.5.


 






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Section
2.4Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the
Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective
date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good
faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that
it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such
Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer
the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more
than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any
12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted
and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the
expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 


Section
2.5Waiver. Notwithstanding anything in this Agreement to the contrary, unless the Company is notified in writing to the contrary
by [PURCHASER] or [PURCHASER], (A) each of [PURCHASER] and [PURCHASER] (collectively, the “Anchor Investors”) hereby waives
any and all rights (i) to receive notice of a Demand Registration relating to any Underwritten Offering as provided for in this Section
2 or (ii) to participate in any such Underwritten Offering, and (B) the Company hereby agrees not to notify any of the Anchor Investors
of any Underwritten Offering or provide any of the Anchor Investors with any information relating thereto.


 


ARTICLE
III


 

COMPANY PROCEDURES


 


Section
3.1General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company
is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto
the Company shall, as expeditiously as possible:


 


3.1.1. prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its
reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


3.1.2. prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 




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3.1.3. prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4. prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5. cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6. provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date
of such Registration Statement;


 


3.1.7. advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8. at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each seller of such Registrable
Securities or its counsel;


 




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3.1.9. notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10. permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters to
participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriters, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11. obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriters may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12. on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being
given as the Holders, placement agent, sales agent, or Underwriters may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13. in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriters of such offering;


 


3.1.14. make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter
by the Commission);


 


3.1.15. if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriters in any Underwritten Offering; and


 




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3.1.16. otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


Section
3.2Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriters marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


Section
3.3Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell
such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and
executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary
documents as may be reasonably required under the terms of such underwriting arrangements.


 


Section
3.4Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it
has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith
by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this Section 3.4.


 






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Section
3.5Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it
shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d)
of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent
that such rule or such successor rule is available to the Company), including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 


ARTICLE
IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


Section
4.1Indemnification.


 


4.1.1. The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused
by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2. In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein;
provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable
Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities
shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the
Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 




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4.1.3. Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4. The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5. If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this subsection 4.1.5  shall be limited to the amount of the net proceeds received by such Holder in
such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to
in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.


 




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ARTICLE
V


 


MISCELLANEOUS


 


Section
5.1Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time
as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1120 Avenue
of the Americas, 4th Floor, New York, NY 10036, Attention: Jonathan Maxwell, with copy to; Skadden, Arps, Slate, Meagher &
Flom (UK) LLP, 40 Bank Street, London E14 5DS, United Kingdom, Attention: Lorenzo Corte, and, if to any Holder, at such Holder’s
address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 5.1.


 


Section
5.2Assignment; No Third-Party Beneficiaries.


 


5.2.1. This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 




    	 	19	 



     


    

 


5.2.2. Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a
transfer of Registrable Securities by such Holder to a Permitted Transferee.


 


5.2.3. This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4. This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.5. No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 


Section
5.3Severability. 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 that is valid and enforceable.


 


Section
5.4Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


Section
5.5Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.


 


Section
5.6Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS OF SUCH JURISDICTION.


 




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Section
5.7WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING
TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.


 


Section
5.8Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, (a) any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as
a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected, and (b) any amendment hereto or waiver hereof that adversely affects the right of any Anchor Investor
shall require the consent of such entity. No course of dealing between any Holder or the Company and any other party hereto or any failure
or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of
any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


Section
5.9Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.


 


Section
5.10Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has
the right to waive; provided that such waiver will not be effective against the waiving party unless it is in writing, is signed
by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of
any other obligations or acts.


 




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Section
5.11Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be
observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


Section
5.12Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of
the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with
similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail.


 


Section
5.13Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement
and (ii) the date as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV
shall survive any termination.


 


[Signature
Pages Follow]


 




    	 	22	 



     


    

 


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


 


	 	COMPANY:
 
 SDCL EDGE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	          




 


 


[Signature
Page to Registration Rights Agreement]


 




     

     


    

 





	 	SPONSOR:

    
 SDCL EDGE SPONSOR LLC
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	          


 


 


[Signature
Page to Registration Rights Agreement]


 




     

     


    

 


	 	HOLDERS:

    
 SUSTAINABLE INVESTORS FUND, LP
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	          


 


 


[Signature
Page to Registration Rights Agreement]


 




     

     


    

 





	 	SEASIDE
HOLDINGS (NOMINEE) LIMITED
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	          


 


 


 [Signature
Page to Registration Rights Agreement]