Exhibit 10.6

   

  FORWARD PURCHASE AGREEMENT

   

  This Forward Purchase Agreement (this “Agreement”)
    is entered into as of January 5, 2021, by and between Altimeter Growth Corp. 2, a Cayman Islands exempted company (the Company”),
    and Altimeter Partners Fund, L.P., a Delaware limited partnership (the “Purchaser”).

   

  Recitals

   

  WHEREAS, the Company was incorporated for the purpose of effecting
    a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses
    (a “Business Combination”);

   

  WHEREAS, the Company has confidentially submitted to the U.S.
    Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (such registration
    statement, as may be amended from time to time, including to reflect changes in terms, the “Registration Statement”)
    for its initial public offering (“IPO”) of Class A ordinary shares of the Company, par value $0.0001 per share
    (the “Class A Share(s)”) at a price of $10.00 per Class A Share.

   

  WHEREAS, following the closing of the IPO (the “IPO
      Closing”), the Company will seek to identify and consummate a Business Combination; and

   

  WHEREAS, the parties hereto wish to enter into this Agreement,
    pursuant to which immediately before the closing of the Company’s initial Business Combination (the “Business Combination
      Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, up to the
    number of Class A Shares determined pursuant to Section 1(a)(i) hereof (the “Forward Purchase Securities”) on
    the terms and conditions set forth herein.

   

  NOW, THEREFORE, in consideration of the premises, representations,
    warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency
    and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

   

  Agreement

   

  		1.	Sale and Purchase.


   

  		(a)	Forward Purchase Securities.


   

  		(i)	The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to the number of Forward
          Purchase Securities set forth on the Purchaser’s signature page to this Agreement next to the line item “Maximum
            Number of Forward Purchase Securities,” for an aggregate purchase price of $10.00 multiplied by the number of Forward
          Purchase Securities issued and sold hereunder (the “FPS Purchase Price”). The amounts actually sold pursuant
          to this Section 1(a)(i) shall be determined solely by the Company, subject to Section 1(a)(iv). For the avoidance of doubt, the
          Company is not obligated to issue or sell any Forward Purchase Securities.


   

  
    
      

    

  

   

  		(ii)	The Company shall require the Purchaser to purchase the Forward Purchase Securities pursuant to Section 1(a)(i) hereof by delivering
          notice (the “Company Notice”) to the Purchaser, at least five Business Days before the funding of the FPS Purchase
          Price to an account specified by the Company, specifying the anticipated date of the Business Combination Closing, the number of
          Forward Purchase Securities being sold by the Company to the Purchaser and each Transferee (as defined in Section 4(e)) pursuant
          hereto (which will not exceed the number of Forward Purchase Securities that Purchaser has agreed to purchase pursuant to Section
          1(a)(i) the aggregate purchase price for the Forward Purchase Securities (the “FPS Purchase Price”) to be purchased
          by the Purchaser and instructions for wiring the FPS Purchase Price to an account designated by the Company; provided that,
          if Altimeter Growth Holdings 2 (the “Sponsor”) and/or its affiliates collectively hold 25% or more of the Company’s
          outstanding shares as of the date on which the Company Notice is delivered to the Purchaser, then the Purchaser may, in its sole
          discretion, decline to purchase some or all of the Forward Purchase Securities. At least two Business Days before the anticipated
          date of the Business Combination Closing specified in the Company Notice, the Purchaser shall deliver the FPS Purchase Price in
          cash via wire transfer to the account specified in such notice, to be held in escrow pending the Business Combination Closing.
          If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price
          to such account, the Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase
          Price placed in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder
          and the Company may provide a subsequent Company Notice pursuant to this Section 1(a)(iii). For the purposes of this Agreement,
          “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
          which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


   

  		(iii)	The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same
          date as, and immediately prior to, the Business Combination Closing (such date being referred to as the “Closing Date”).
          At the FPS Closing, the Company will issue to the Purchaser the number of Forward Purchase Securities registered in the name of
          the Purchaser.


   

  		(b)	Delivery of Forward Purchase Securities.


   

  		(i)	The Company shall register the Purchaser as the owner of the number of Forward Purchase Securities with the Company’s
          transfer agent by book 


   

  
    
      

    

  

   

  	 	 	entry on or promptly after (but in no event more than two Business Days after) the FPS Closing Date.


   

  		(ii)	Each book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing the
          Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


   

  “THE SECURITIES REPRESENTED HEREBY HAVE NOT
    BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
    AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”

   

  		(c)	Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the
          Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as
          amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward
          Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities
          only in accordance with the plan of distribution contained in such registration statement and only if the Purchaser has not been
          informed that the prospectus in such registration statement is not current or the registration statement is no longer effective),
          then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth
          in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause
          an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates
          and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities
          without any such legend; provided that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion,
          authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers
          of Forward Purchase Securities in violation of applicable law.


   

  		(d)	Registration Rights. The Purchaser shall have registration rights as set forth on Exhibit A (the “Registration
            Rights”).


   

  		2.	Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as
          of the date hereof:


   

  		(a)	Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities have not
          been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities
          Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
          representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted 


   

  
    
      

    

  

   

  	 	 	securities”
          under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase
          Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration
          and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify
          the Forward Purchase Securities for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that
          if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
          limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to
          the Company that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able
          to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed
          IPO to the SEC for review. The Purchaser understands that the offering to the Purchaser of the Forward Purchase Securities is not,
          and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of
          the Securities Act with respect to such Forward Purchase Securities.


   

  		(b)	No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders
          or partners, has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general
          solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


   

  		(c)	No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
          in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on
          behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes
          or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering,
          and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties
          expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the
          Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made
          by the Company.


   

  		3.	Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


   

  		(a)	Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as an
          exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry 


   

  
    
      

    

  

   

  	 	 	on its business
          as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


   

  		(b)	Capitalization. As of the date of this Agreement, the authorized share capital of the Company consists of:


   

  		(i)	200,000,000 Class A Shares, none of which are issued and outstanding.


   

  		(ii)	20,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Share(s)”), 10,000,000
          of which are issued and outstanding (1,250,000 of which are subject to forfeiture to the extent that the underwriters’ over-allotment
          option in connection with the IPO is not exercised in full). All of the issued and outstanding Class B Shares have been duly authorized,
          are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


   

  		(iii)	1,000,000 preference shares, none of which are issued and outstanding.


   

  		(c)	Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders
          in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing,
          and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken before
          the FPS Closing. All action on the part of the shareholders, directors and officers of the Company necessary for the execution
          and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the
          FPS Closing and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise
          of the Forward Purchase Securities has been taken or will be taken before the FPS Closing. This Agreement, when executed and delivered
          by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance
          with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or
          other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited
          by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent
          the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.


   

  		(d)	Valid Issuance of Forward Purchase Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance
          with the terms and for the consideration set forth in this Agreement and the Company’s memorandum and articles of association
          (the “Charter”), and the securities issuable upon conversion or exercise of the Forward Purchase Securities,
          when issued in accordance with the terms of this Agreement, and registered in the register of members of the Company, will be validly
          issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with
          respect 


   

  
    
      

    

  

   

  	 	 	to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable
          state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the
          representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase
          Securities will be issued in compliance with all applicable federal and state securities laws.


   

  		(e)	Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser
          in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or
          filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
          of the transactions contemplated by this Agreement, except for applicable requirements of the Securities Act and applicable state
          securities laws.


   

  		(f)	Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of
          the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its Charter
          or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is
          bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
          contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute,
          rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on
          the Company or its ability to consummate the transactions contemplated by this Agreement.


   

  		(g)	Operations. As of the date hereof, the Company has not conducted, and before the IPO Closing the Company will not conduct,
          any operations other than organizational activities and activities in connection with offerings of its securities.


   

  		(h)	Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on
          behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any
          unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
          unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
          of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff,
          influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


   

  		(i)	Compliance with Anti-Money Laundering Laws. The operations
          of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements
          and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to,


   

  
    
      

    

  

   

  	 	 	those of the Currency and Foreign Transactions Reporting Act of
          1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the
          rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
          by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
          by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money
          Laundering Laws is pending or, to the knowledge of the Company, threatened.


   

  		(j)	Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public
          board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
          or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,
          in their capacities as such.


   

  		(k)	No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders
          has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
          any advertisement in connection with the offer and sale of the Forward Purchase Securities.


   

  		(l)	No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
          in this Section 3 and in any certificate or agreement delivered pursuant hereto, the Company has not made and does not make nor
          shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the
          proposed IPO or a potential Business Combination, and the Company disclaims any such representation or warranty. Except for the
          specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or
          agreement delivered pursuant hereto, the Company specifically disclaims that it is relying upon any other representations or warranties
          that may have been made by the Purchaser Parties.


   

  		4.	Additional Agreements and Acknowledgements and Waivers of the Purchaser.


   

  		(a)	Trust Account.


   

  		(i)	The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
          for the benefit of its public shareholders upon the closing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees
          that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of
          the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser
          may have in respect of any Class A Shares held by it.


   

  
    
      

    

  

   

  		(ii)	The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
          to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
          that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
          of any Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
          shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
          monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
          A Shares held by it.


   

  		(b)	Redemption and Liquidation. The Purchaser hereby waives, with respect to any Forward Purchase
          Securities held by it, any redemption rights it may have in connection with (i) the consummation of a Business Combination, including
          any such rights available in the context of a shareholder vote to approve such Business Combination and (ii) any shareholder vote
          to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of
          the Company’s Class A Shares if the Company does not complete its Business Combination within 24 months (or 27 months, as
          applicable) after the closing of the IPO or (B) with respect to any other provisions relating to the rights of the Company’s
          Class A Shares, it being understood that the Purchaser shall be entitled to redemption and liquidation rights with respect to any
          Class A Shares held by it.


   

  		(c)	Voting. The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Business Combination,
          then in connection with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of
          any proposed Business Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor
          of a Proposed Business Combination, the Purchaser hereby grants to the Company and any representative designated by the Company
          without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser,
          which power of attorney shall be deemed to be coupled with an interest.


   

  		(d)	[Reserved].


   

  		(e)	Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s
          obligation to purchase the Forward Purchase Securities) may be transferred or assigned, at any time and from time to time, in whole
          or in part, to one or more affiliates of Purchaser, but not to other third parties (each such transferee, a “Transferee”).
          Upon any such assignment:


   

  		(i)	the applicable Transferee shall execute a signature page
          to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”),
          which shall reflect the maximum number of Forward Purchase Securities to be purchased by such Transferee (the


   

  
    
      

    

  

   

  	 	 	“Transferee Securities”), and, upon such execution, such Transferee
          shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references
          herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee
          and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and
          any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable,
          as to itself only; and


   

  		(ii)	upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Securities
          to be purchased by the Purchaser hereunder shall be reduced by the maximum number of Forward Purchase Securities to be purchased
          by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser
          and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Maximum Number of Forward
          Purchase Securities” and “Aggregate Purchase Price for Forward Purchase Securities” on the Purchaser’s
          signature page hereto to reflect such reduced number of Forward Purchase Securities, and each of the Transferee’s and the
          Purchaser’s purchase obligations shall be subject to allocation pursuant to Section 1(a)(iv) herein. For the avoidance of
          doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature
          page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such
          transfer of Transferee Securities.


   

  		(f)	No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
          to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
          Closing. For purposes of this Section 4(b), “Short Sales” shall include, without limitation, all “short sales”
          as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange
            Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part
          of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a
          total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


   

  		5.	Additional Agreement of the Company.


   

  		(a)	Exchange Listing. The Company will use commercially reasonable efforts to effect the listing of the Class A Shares on
          the a national securities exchange.


   

  		(b)	QEF Election Information. Until the Business Combination,
          the Sponsor shall use commercially reasonable efforts to determine whether, in any year, the


   

  
    
      

    

  

   

  	 	 	Company or any subsidiary of the Company is deemed to be a “passive foreign investment company”
          (a “PFIC”) within the meaning of U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated
          thereunder (collectively, the “Code”). Until the Business Combination, if the Sponsor determines that the Company
          or any subsidiary of the Company is a PFIC in any year, for the year of determination and for each year thereafter during which
          the Purchaser holds an equity interest in the Company, the Company or its subsidiary shall use commercially reasonable efforts
          to (i) make available to the Purchaser the information that may be required to make or maintain a “qualified electing fund”
          election under the Code with respect to the Company and (ii) furnish the information required to be reported under Section 1298(f)
          of the Code and/or, upon request, necessary in order to make the election described in Section 1291(d)(2)(B) of the Code.


   

  		6.	FPS Closing Conditions.


   

  		(a)	The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be
          subject to the fulfillment, at or before the FPS Closing of each of the following conditions, any of which, to the extent permitted
          by applicable laws, may be waived by the Purchaser:


   

  		(i)	the Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of Forward
          Purchase Securities;


   

  		(ii)	The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands
          exempted limited company, as of a date within 10 Business Days of the FPS Closing;


   

  		(iii)	the representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct
          as of the date hereof and shall be true and correct, in the case of the Company, as of the FPS Closing, as applicable, with the
          same effect as though such representations and warranties had been made on and as of such date (other than any such representation
          or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except,
          in the case of the Company, where the failure to be so true and correct would not have a material adverse effect on the Company
          or its ability to consummate the transactions contemplated by this Agreement;


   

  		(iv)	the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
          required by this Agreement to be performed, satisfied or complied with by the Company at or before the FPS Closing; and


   

  
    
      

    

  

   

  		(v)	no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
          regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
          prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


   

  		(b)	The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
          to the fulfillment, at or before the FPS Closing of each of the following conditions, any of which, to the extent permitted by
          applicable laws, may be waived by the Company:


   

  		(i)	the Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of Forward
          Purchase Securities;


   

  		(ii)	the representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct
          as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations
          and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
          of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
          would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


   

  		(iii)	the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
          required by this Agreement to be performed, satisfied or complied with by the Purchaser at or before the FPS Closing; and


   

  		(iv)	no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
          regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
          prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


   

  		7.	Termination. This Agreement may be terminated at any time before the FPS Closing:


   

  		(a)	by mutual written consent of the Company and the Purchaser;


   

  		(b)	automatically


   

  		(i)	if the IPO is not consummated on or before June 30, 2021;


   

  		(ii)	if the Business Combination is not consummated within 24 months from the closing of the IPO (or 27 months from the closing
          of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Business Combination
          within 24 months from 


   

  
    
      

    

  

   

  	 	 	the IPO’s closing of the IPO but has not completed the Business Combination within such 24-month period),
          unless extended upon approval of the Company’s shareholders in accordance with the Charter; or


   

  		(iii)	if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or
          any state insolvency law, in each case which is not withdrawn within 60 days after being filed, or a receiver, fiscal agent or
          similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or
          terminated within 60 days after such appointment;


   

  In the event of any termination of this Agreement pursuant
    to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and the Purchaser’s funds paid
    in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and
    void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
    employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided,
    however, that nothing contained in this Section 7 shall relieve any party from liabilities or damages arising out of any
    fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.

   

  		8.	General Provisions.


   

  		(a)	Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
          be deemed effectively given upon the earlier of actual receipt, and (a) personal delivery to the party to be notified, (b) when
          sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
          business hours, then on the recipient’s next Business Day, (c) five Business Days after having been sent by registered or
          certified mail, return receipt requested, postage prepaid, or (d) one Business Day after deposit with a nationally recognized overnight
          courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent
          to the Company shall be sent to: Altimeter Growth Corp. 2, c/o Altimeter Capital Management, LP, 2550 Sand Hill Road, Suite 150,
          Menlo Park, CA 94025, Attn: Hab Siam, hab@altimeter.com, with a copy to the Company’s counsel at: Ropes & Gray LLP, 1211
          Avenue of the Americas, New York, NY 10036-8704, Attn: Paul Tropp, Esq., email: paul.tropp@ropesgray.com.


   

  All communications to the Purchaser shall be sent to
    the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or
    address as subsequently modified by written notice given in accordance with this Section 8(a).

   

  
    
      

    

  

   

  		(b)	No Finder’s Fees. Each of the parties represents that it neither is nor will be obligated for any finder’s
          fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from
          any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
          (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or its respective
          officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any
          liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
          (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
          employees or representatives is responsible.


   

  		(c)	Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
          the FPS Closing.


   

  		(d)	Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant
          hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject
          matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
          to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


   

  		(e)	Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are
          binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in
          this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
          and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
          in this Agreement.


   

  		(f)	Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any
          of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Notwithstanding the
          foregoing, the Purchaser may assign and delegate all or a portion of its rights and obligations to purchase the Forward Purchase
          Securities to one or more other persons upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld
          or delayed); provided, however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate
          of Purchaser; provided, further, that no such assignment or delegation shall relieve the Purchaser of its obligations hereunder
          (including its obligation to purchase the number of Forward Purchase Shares) and the Company shall be entitled to pursue all rights
          and remedies against the Purchaser subject to the terms and conditions hereof.


   

  
    
      

    

  

   

  		(g)	Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but
          all of which together will constitute one and the same instrument.


   

  		(h)	Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in
          any way the meaning or interpretation of this Agreement.


   

  		(i)	Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether
          grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant
          to the laws of the State of New York, without giving effect to its choice of laws principles.


   

  		(j)	Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state
          courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose
          of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action
          or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District
          Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or
          otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
          courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an
          inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
          may not be enforced in or by such court.


   

  		(k)	WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION
            PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


   

  		(l)	Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the written
          consent of the Company and the Purchaser.


   

  		(m)	Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any
          provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this
          Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator
          not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator
          making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is 


   

  
    
      

    

  

   

  	 	 	enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will
          be enforced.


   

  		(n)	Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the
          preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
          all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
          for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Securities
          and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


   

  		(o)	Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an
          ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
          hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
          provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as
          amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
          “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns
          in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be
          construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
          “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
          this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
          representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
          representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
          or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
          not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
          or covenant.


   

  		(p)	Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
          whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
          or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


   

  		(q)	Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements, unless
          and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the
          Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


   

  
    
      

    

  

   

  [Signature page follows]

   

  
    
      

    

  

   

  IN WITNESS WHEREOF, the undersigned have executed this Agreement
    to be effective as of the date first set forth above.

   

  

  

  	PURCHASER:	Notice/Contact Information:
	 	 
	
          ALTIMETER PARTNERS FUND, L.P.

           

           

          

        	
          Altimeter Partners Fund, L.P.

          

          c/o Altimeter Capital Management, LP, 

            Attn: John Kiernan

          

          One International Place, Suite 4610, 

            Boston, MA 02110 

        


   

  

  	By:	/s/ John Kiernan	 
	Name: 	John Kiernan III
	Title:	Member of the General Partner


   

   

  

   

  

  	COMPANY:	 
	 	 
	ALTIMETER GROWTH CORP. 2	
          Hab Siam

          

          Altimeter Capital Management, LP, 

            2550 Sand Hill Road, Suite 150

          

          Menlo Park, CA 94025 

        


   

  

  	/s/ Hab Siam	 
	Hab Siam
	General Counsel


   

   

  

  	Forward Purchase Securities:	5,000,000
	Aggregate Purchase Price for Forward Purchase Securities:	$50,000,000


   

  [Signature Page to
      Altimeter Forward Purchase Agreement]

   

  
    
      

    

  

   

  Exhibit A

   

  Registration Rights

   

  		1.	The Company shall use its reasonable best efforts to (i) within 30 days after the Business Combination Closing, file a registration
          statement for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities,
          a “Resale Shelf”) of (x) the Forward Purchase Securities, (y) any other Class A Shares that may be acquired
          by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing and (z) any other
          equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of a
          share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization
          (collectively, the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule
          415 of the Securities Act registering the resale of the Registrable Securities from time to time; provided, that if Form
          S-3 is unavailable for such a registration, the Company shall register the resale of the Registrable Securities on another appropriate
          form and undertake to register the Registrable Securities on Form S-3 as soon as such form is available, (ii) cause the Resale
          Shelf to be declared effective under the Securities Act promptly thereafter, but in no event later than ninety (90) days after
          the closing of the Business Combination and (iii) maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s
          Registrable Securities and to ensure the Resale Shelf does not contain a material omission or misstatement, including by way of
          amendment or other update, as required, until the earlier of (A) the date on which the Purchaser ceases to hold Registrable Securities
          covered by such Resale Shelf and (B) the date all of the Purchaser’s Registrable Securities covered by the Resale Shelf can
          be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in
          compliance with Rule 144(c)(1) under the Securities Act; and provided, further, with respect to Registrable Securities
          acquired after the Business Combination Closing, the Company shall only be obligated to amend the Resale Shelf or file a new registration
          statement that will constitute a Resale Shelf to include such Registrable Securities on two occasions, each upon the written request
          of the Purchaser with respect to at least 1,000,000 Registrable Securities.


   

  		2.	In the event the Company is prohibited by applicable rule,
          regulation or interpretation by the staff (“Staff”) of the Securities and Exchange Commission (“SEC”)
          from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that the Purchaser be specifically
          identified as an “underwriter” in order to permit such registration statement to become effective, and the Purchaser
          does not consent in writing to being so named as an underwriter in such registration statement, the Company agrees to promptly
          (i) inform each of the holders thereof and use its reasonable best efforts to file amendments to the Resale Shelf as required
          by the SEC and/or (ii) withdraw the Resale Shelf and file a new registration statement (a “New Registration Statement”),
          on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available
          to register for resale the Registrable Securities as a secondary offering; the number of Registrable Securities to be registered
          on the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities


   

  
    
      

    

  

   

  	 	 	 to be so included, unless otherwise required by the Staff, so that the number of Registrable
          Securities to be registered is permitted by Staff and the Purchaser is not required to be named as an “underwriter”;
          provided, that any Registrable Securities not registered due to this paragraph 2 shall thereafter as soon as allowed by
          the SEC guidance be registered to the extent the prohibition no longer is applicable.


   

  		3.	If at any time the Company proposes to file a registration statement (a “Registration Statement”) on its
          own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an
          underwritten offering of ordinary shares, or engage in an Underwritten Shelf Takedown (as defined below) off an existing registration
          statement (a “Company Offering”), then the Company will provide the Purchaser with notice in writing (an “Offer
            Notice”) at least five Business Days before such filing, which Offer Notice will offer to include in the Registration
          Statement, the Purchaser’s Registrable Securities. Within five Business Days (or, in the case of an Offer Notice delivered
          to the Purchaser in connection with an Underwritten Shelf Takedown, within three Business Days) after receiving the Offer Notice,
          the Purchaser may make a written request to the Company to include some or all of the Purchaser’s Registrable Securities
          in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing factors require
          a limitation on the number of securities that may be included in the Company Offering, the number of securities to be so included
          shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the requesting Purchaser.


   

  		4.	At any time during which the Company has an effective Resale Shelf with respect to any Purchaser’s Registrable Securities,
          any such Purchaser may make a written request (which request shall specify the intended method of disposition thereof) (a “Shelf
            Takedown Request”) to the Company to effect a sale, of all or a portion of the Purchaser’s Registrable Securities
          that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to file, to the extent required
          by applicable law or regulation, a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) for such
          purpose as soon as reasonably practicable following receipt of a Shelf Takedown Request. Such Purchaser may request that any such
          sale be conducted as an underwritten public offering (an “Underwritten Shelf Takedown”).


   

  		5.	The determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown Prospectus
          Supplement will be an Underwritten Shelf Takedown shall be made in the sole discretion of the Purchaser(s), after consultation
          with the Company, and the Purchaser(s) shall have the right, after consultation with the Company, to determine the plan of distribution,
          including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees. The
          Purchaser(s) shall select the investment banker or bankers and managers to administer the offering, including the lead managing
          underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).


   

  		6.	In connection with any Underwritten Shelf Takedown, the Company shall enter into such customary agreements and take all such
          other actions in connection therewith (including 


   

  
    
      

    

  

   

  	 	 	those requested by the Purchasers) in order to facilitate the disposition of such
          Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement
          that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables.


   

  		7.	The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file
          and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
          Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of
          a Company Offering or an Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration, qualification
          and filing fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which the
          Registrable Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable
          fees and disbursements of one counsel to the underwriters in connection with blue sky qualifications of the Registrable Securities);
          (iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company;
          (v) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in
          connection with such Underwritten Shelf Takedown; (vi) reasonable fees and expenses of one legal counsel selected by the Purchaser
          and (vii) and, for the avoidance of doubt, the Company also shall pay all of its internal expenses (including, without limitation,
          all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit
          or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered
          on each securities exchange on which similar securities issued by the Company are then listed; provided, that it is understood
          and agreed that the Company shall not be responsible for any underwriting fees, discounts, selling commissions, underwriter expenses
          and share transfer taxes relating to the registration and sale of the Purchaser’s Registrable Securities.


   

  		8.	The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice
          (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited
          by the Company’s insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental
          to the Company and its shareholders for such prospectus to be used at such time. The Company’s right to suspend the use of
          such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than 60 days after the date
          of such notice to the Purchaser; provided such period may be extended for an additional 30 days with the consent of a majority-in-interest
          of the holders of Registrable Securities covered by the Resale Shelf; provided further, that such right to suspend the use of a
          prospectus shall be exercised by the Company not more than once in any 12 month period. A holder of Registrable Securities shall
          not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice
          from the Company and before receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting sales
          of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of
            Suspension Notice”) from the Company to the holders. The Company shall act in good


   

  
    
      

    

  

   

  	 	 	 faith to permit any suspension period
          contemplated by this paragraph to be concluded as promptly as reasonably practicable.


   

  		9.	The Purchaser agree that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any
          Suspension Notice (provided that in no event shall such notice contain any material non-public information of the Company) hereunder
          and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company
          until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of
          Registrable Securities in breach of the terms of this Agreement.


   

  		10.	The Company shall indemnify and hold harmless the Purchaser, their directors and officers, partners, members, managers, affiliates,
          employees, agents, and representatives of the Purchaser and each person, if any, who controls any Purchaser within the meaning
          of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the officers,
          directors, partners, members, managers, agents, affiliates, employees and investment advisers of each such controlling person (collectively,
          “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any losses, claims,
          damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees)
          and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions,
          suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved,
          or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”),
          promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material
          fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement
          thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
          provided, however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent, but only to
          the extent, that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or
          omission or alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified
          Person in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement
          thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified
          Person, and shall survive the transfer of such securities by the Purchaser or any termination of this Agreement.


   

  		11.	The Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser furnishing to the Company
          in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus,
          or any amendment or supplement thereto. The Purchaser shall severally, and not jointly with any other selling stockholder named
          in the Resale Shelf, indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each
          person 


   

  
    
      

    

  

   

  	 	 	who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and
          expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related
          prospectus, or any amendment 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, but only to the extent that such untrue statement or omission
          is contained in any information so furnished in writing by the Purchaser expressly for inclusion in such document; provided that
          the obligation to indemnify shall be individual, not joint and several, for the Purchaser and shall be limited to the net amount
          of proceeds received by the Purchaser from the sale of Registrable Securities pursuant to the Resale Shelf.


   

  		12.	The Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate
          the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
          to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be,
          as the Purchaser may reasonably request and registered in such names as the Purchaser may request.


   

  		13.	If requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate
          in a prospectus supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein
          relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
          number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
          of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
          amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
          (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable
          Securities.


   

  		14.	As long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under the
          Exchange Act shall 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 shall promptly
          furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The
          Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the extent required
          from time to time, to enable the Purchaser to sell the Class A Shares held by the Purchaser without registration under the Securities
          Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any
          legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly
          authorized officer as to whether it has complied with such requirements.


   

  		15.	The rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction
          with and to the extent of any transfer or assignment of Registrable Securities by the Purchaser to any transferee or assignee.


   

  
    
      

    

  

   

  		16.	Without limitation of the foregoing, in the event that the Company enters into a registration rights agreement with the Purchaser
          at or before the consummation of the Business Combination, the Purchaser will be entitled to the registration rights agreed to
          at the time of the Business Combination, which may replace the terms set forth on this Exhibit A.