**
***Exhibit 2.4***

***Execution Version***

WARRANT AGREEMENT 

between 

QUEEN’S GAMBIT GROWTH CAPITAL 

and 

CONTINENTAL STOCKTRANSFER & TRUST COMPANY 

WARRANT AGREEMENT 

Dated as of January 19, 2021 

THIS WARRANT AGREEMENT (this “***Agreement***”), dated as of January 19, 2021, is by and between Queen’s GambitGrowth Capital, a Cayman Islands exempted company (the “***Company***”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “***Warrant Agent***,” also referredto herein as the “***Transfer Agent***”). 

WHEREAS, on January 19, 2021, the Company entered into that certainPrivate Placement Warrants Purchase Agreement with Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “***Sponsor***”), pursuant to which the Sponsor will purchase an aggregate of 5,333,333 warrants (or upto 5,933,333 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, ifapplicable) bearing the legend set forth in Exhibit B hereto (the “***Private Placement Warrants***”) at a purchase price of $1.50 per Private Placement Warrant; 

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as definedbelow), the Sponsor or an affiliate of the Sponsor or 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 may be convertible into up to an additional1,000,000 Private Placement Warrants at a price of $1.50 per warrant; 

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 (as defined below) and one-third of one Public Warrant (as defined below)(the “***Units***”) and, in connection therewith, has determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000 redeemable warrants subject to the Overallotment Option) to public investors inthe 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 theCompany, par value $0.0001 per share (each, an “***Ordinary Share***”), for $11.50 per Ordinary Share, subject to adjustment as described herein; 

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “***SEC***”) the registration statementon Form S-1, as amended (File No. 333-251790) (the “***Registration Statement***”) and prospectus (the “***Prospectus***”), forthe 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; 

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 withthe issuance, registration, transfer, exchange, redemption and exercise of the Warrants; 
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WHEREAS, the Company desires to provide for the form and provisions of the Warrants, theterms 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 andcountersigned by or on behalf of the Warrant Agent, 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, andthe 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 Formof Warrant. Each Warrant shall be issued in registered form only. 

2.2 Effect of Countersignature. If a physical certificate isissued, unless and until 

countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and maynot be exercised by the holder thereof. 

2.3 Registration. 

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “***Warrant Register***”), for the registrationof 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 suchdenominations 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 theDepositary 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 PublicWarrants 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 eachbook-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants 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 of directors of theCompany (the “***Board***”), Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall haveceased 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 maydeem 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 (notwithstanding any notationof ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall beaffected by any notice to the contrary. 

 
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2.4 Detachability of Warrants. The Ordinary Shares and Public Warrants comprising theUnits shall begin separate trading on the fifty-second (52nd) day following the date of the Prospectus or, if such fifty-second (52nd) day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City aregenerally 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 Barclays Capital 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 SEC containing an auditedbalance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds 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 or waived prior to the filing of the Current Report Form 8-K, and (B) the Company issues a press release andfiles with the SEC a Current Report on Form 8-K announcing when such separate trading shall begin. 

2.5 No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of Units,each of which is comprised of one Ordinary Share and one-third of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive afractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder. 

2.6Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants:(i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial BusinessCombination and (iii) shall not be redeemable by the Company pursuant to Sections 6.1 or 6.2 hereof; *provided, however*, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held bythe Sponsor or any of its Permitted Transferees and 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, anymember(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor; 

(b) in the case of an individual, by gift to a member ofthe 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 such individual; 

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

(e) by virtue of the laws of the Sponsor’s operating agreement upon dissolution of the Sponsor; 

(f) by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices nogreater than the price at which the Private Placement Warrants were originally purchased; 

(g) in the event of the Company’sliquidation prior to the completion of the Company’s initial Business Combination; or 

(h) in the event of the Company’scompletion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other propertysubsequent to the completion of the Company’s initial Business Combination; *provided, however*, that, in the case of clauses (a) through (f), these transferees (the “***Permitted Transferees***”) mustenter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. 

 
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3. Terms and Exercise of Warrants. 

3.1 Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject tothe 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 Ordinary Share, subject to the adjustments provided in Section 4 hereof and inthe last sentence of this Section 3.1. The term “***Warrant Price***” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company inits 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 twenty (20) Business Days, *provided*, that the Company shall provide at least twenty (20) daysprior 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***”) commencingon the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involvingthe Company and one or more businesses (a “***Business Combination***”) and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on theearlier to occur of: (x) 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 restatedmemorandum and articles of association (as amended from time to time) (the “***Memorandum and Articles***”) if the Company fails to complete a Business Combination, and (z) other than with respect to the Private PlacementWarrants then held by the Sponsor or its Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “***Expiration Date***”); *provided, however*, that the exercise of anyWarrant 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. Except with respect to the right to receive the Redemption Price (asdefined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or a Permitted Transferee) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private PlacementWarrant then held by the Sponsor or a Permitted Transferee) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., NewYork 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 ofany such extension to Registered Holders of the Warrants and, *provided further*that any such extension shall be identical in duration among all the Warrants. 

3.3 Exercise of Warrants. 

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may beexercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forthin the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrantfor the Ordinary Shares and the issuance of such Ordinary Shares, as follows: 

(a) in lawful money of the United States, in goodcertified check or good bank draft 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, a Permitted Transferee,or the Company’s officers and directors, by surrendering the Warrants in exchange for a number of Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Ordinary Shares underlying the Warrantsand (B) the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(c), over the exercise price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the“Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Warrant issent to the Warrant Agent; or 

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

(e) as provided in Section 7.4 hereof. 

3.3.2 Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the fundsin 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 full Ordinary Shares towhich 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 countersignedWarrant, as applicable, for the number of Ordinary 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 Warrantand 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 hereof. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Sharesissuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately precedingsentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire without value to the holder, in which case the purchaser of a Unitcontaining such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may requireholders of Public Warrants to settle the Warrant on a “***cashless basis***” pursuant to Section 7.4 hereof. If, by reason of any exercise of Warrants on a “***cashless basis***,” the holder of anyWarrant 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 bevalidly issued, fully paid and non-assessable. 

3.3.4 Date of Issuance. Each person in whose name any book-entry position orcertificate, 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 surrenderand 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 Ordinary Shares at the close of business on the next succeedingdate on which the share transfer books or book-entry system are open. 

3.3.5 Maximum Percentage. A holder of a Warrant may notifythe 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. Ifthe 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% or such other amount as the holder may specify (the “***Maximum Percentage***”) of the OrdinaryShares 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 Sharesissuable 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 Warrantbeneficially 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

 
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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 onForm 10-Q, Current Report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of OrdinaryShares 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. Inany 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 ofissued 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 suchnotice; *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. 

4.1Share Dividends. 

4.1.1 Subdivisions. If after the date hereof, and subject to the provisions of Section 4.6below, the number of issued and outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share dividend, subdivisionor 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 to holders of the Ordinary Shares entitlingholders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actuallysold 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 perOrdinary Share paid in such rights offering divided by (y) the 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 theprice 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) “Fair Market Value” means the average lastreported sale price of the Ordinary Shares as reported for 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. 

4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants areoutstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company into which the Warrants areconvertible), other than (i) as described in subsection 4.1.1 above, (ii) Ordinary Cash Dividends (as defined below), (iii) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initialBusiness Combination, (iv) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles (A) in a manner that would affect thesubstance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company has not consummated its initial Business Combination within twenty-four (24) months from the closing of this offering or (B) withrespect to any other provision relating to the rights of holders of the Ordinary Shares or pre-initial Business Combination activity, or (v) in connection with the redemption of the Ordinary Shares uponthe Company’s failure to complete its initial Business Combination (any such non-excluded event being referred to herein as an “***Extraordinary Dividend***”), then the Warrant Priceshall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value of any securities or other assets paid on each Ordinary Share in respect of such ExtraordinaryDividend. 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 dividendsand cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referredto 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) does not exceed$0.50 (being 5% of the offering price of the Units in the Offering). 

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

 
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4.3 Adjustments in Exercise and Redemption Trigger Prices. Whenever the number ofOrdinary 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 Priceimmediately 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 shallbe the number of Ordinary Shares so purchasable immediately thereafter. If, (x) in connection with the closing of the initial Business Combination, the Company issues additional Ordinary Shares or securities of the Company which are convertibleinto, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price oreffective 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 intoaccount any Ordinary Shares of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “***Newly Issued Price***”), (y) the aggregate gross proceeds from suchissuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of theOrdinary Shares during the twenty (20) day trading period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “***Market Value***”) is below $9.20 perOrdinary Share, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of higher of the Market Value and the Newly Issued Price, (ii) the $18.00 per Ordinary Share redemption trigger price described inSection 6.1 hereof 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 (iii) the $10.00 per Ordinary Share redemption price trigger described inSection 6.2 hereof will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstandingOrdinary Shares (other than a change under subsections 4.1.1 or 4.1.2 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 orinto 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 ofany 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 thereafterhave 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 rightsrepresented thereby, the kind and amount of shares 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 theholder 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 theOrdinary 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 theAlternative 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 makesuch 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 redemptionrights held by shareholders of the Company as provided for in the Company’s Memorandum and Articles or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholdersof 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) underthe Exchange Act (or any successor rule)) 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 (or any successorrule)) 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 (or any successor rule)) more than 50% ofthe 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 ifsuch 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 toadjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in 

 
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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 ofOrdinary 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 beso 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 Companypursuant to a Current Report on Form 8-K filed with the SEC, 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 reductionminus (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 aWarrant 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 (“***Bloomberg***”). For purposes of calculating such amount,(1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average last reported trading price of the Ordinary Shares as reported during the ten(10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of thetrading day immediately prior to the day of the announcement of the applicable event and (4) 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. “***PerShare 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 lastreported trading price of the Ordinary Shares as reported 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 changein Ordinary Shares covered by subsection 4.1.1 hereof, 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 4.4shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per Ordinary Share issuable upon exercise of theWarrant. 

4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuableupon 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 Ordinary Sharespurchasable 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 or 4.4 hereof, 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 ofthe event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 

4.6 NoFractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to thisSection 4, 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, upon such exercise, round down to the nearest whole number of OrdinaryShares to be issued to such holder. 

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustmentpursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary 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. 

4.8 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 or investment banking orother 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, ifthey determine that an adjustment is necessary, the terms of such 

 
8 

adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. 

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 theWarrant 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 aggregatenumber of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. 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 exchangeor 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 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 untilthe 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 Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange ofWarrants which would require 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 withthe 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 behalfof the Company for such purpose. 

5.6 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred orexchanged 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 Unitsshall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date. 

6. Redemption. 

6.1Redemption of Warrants for Cash When the Price Per Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any timewhile they are exercisable and prior to their expiration, 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 (as defined below) of $0.01 perWarrant, *provided*that the last reported sales price of the Ordinary Shares has been at least $18.00 per Ordinary Share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within thethirty (30) trading-day period ending on the third (3rd) trading day prior to the date on which notice of the redemption is given and *provided*that there is an effective registration statementcovering 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)or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to Section 7.4 hereof. 

6.2 Redemption of Warrants for Ordinary Shares When the Price Per Ordinary Share Equals or Exceeds $10.00. Subject toSection 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to theRegistered Holders of the Warrants, (i) as described in Section 6.3 below, (ii) at a 

 
9 

Redemption Price of $0.10 per Warrant upon minimum of thirty (30) days prior written notice of redemption *provided*that during the 30-dayRedemption Period Registered Holders will be able to exercise their Warrants on a cashless basis prior to the redemption and receive that number of Ordinary Shares determined by reference to the table below, based on the Redemption Date and the“Fair Market Value” (as such term is defined in this Section 6.2) of the Ordinary Shares, and (iii) if, and only if, the last reported sale price of the Ordinary Shares equals or exceeds $10.00 per Ordinary Share (subjectto adjustment in compliance with Section 4 hereof) on the trading day prior to the date on which the Company sends the notice of redemption to the Registered Holders. During the 30-day RedemptionPeriod 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 hereof and receive a numberof Ordinary Shares determined by reference to the table below, based on the Redemption Date (as defined below) and the “Fair Market Value” (as such term is defined in this Section 6.2) (a “***Make-WholeExercise***”). Solely for purposes of this Section 6.2 the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days immediately following the dateon which the 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 FairMarket Value no later than one (1) Business Day after the ten (10) trading day period described in the definition of “Fair Market Value” above ends. 

 

**Redemption Date**
  **Fair Market Value of Class A Ordinary Shares** 
**(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    0.281    0.297    0.311    0.324    0.337    0.318    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 
 
10 

If the exact Fair Market Value and Redemption Date (as defined in thisSection 6.2) are between two values in the table above or the Redemption Date is between two redemption dates in the table above, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall bedetermined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365-dayyear. 

The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number ofOrdinary 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 Ordinary Shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of Ordinary Shares deliverable upon exercise of a Warrant as so adjusted.The number of Ordinary Shares in the table above shall be adjusted in the same manner and at the same time as the number of Ordinary Shares issuable upon exercise of a Warrant. 

In no event shall the Warrants be exercisable in connection with a Make-Whole Exercise for more than 0.361 Ordinary Shares per whole Warrant(subject to adjustment). 

6.3 Date Fixed for, and Notice of, Redemption; Redemption Price. In the event that the Company elects toredeem the Warrants pursuant to Sections 6.1 and 6.2 hereof, the Company shall fix a date for the redemption (the “***Redemption Date***”). Notice of redemption shall be mailed by first class mail, postage prepaid, bythe 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 lastaddresses 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,“***Redemption Price***” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 hereof. 

6.4 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant toSections 6.2 or 7.4 hereof, 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 theRedemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 7.4 hereof, the notice of redemption shall contain theinformation necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in Section 7.4 hereof) in such case. On and after theRedemption 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 the redemption rights provided in Sections 6.1 and6.2 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 or its Permitted Transferees. However, once such Private Placement Warrants aretransferred (other than to Permitted Transferees under Section 2.6 hereof), the Company may redeem such Private Placement Warrants pursuant to Sections 6.1 and 6.2 hereof, *provided*that the criteria for redemptionare 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 personsother than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, and shall become Public Warrants under this Agreement. 

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 theCompany, 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 general meetings of the Company or theappointment of directors of the Company or any other matter. 

7.2 Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant islost, 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 anew 

 
11 

Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Anysuch new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. 

7.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissuedOrdinary 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 SEC a registration statement for the registration, under the Securities Act, of the Ordinary Sharesissuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,until the expiration of the Warrants in accordance with the provisions of this Agreement. Except as provided in subsection 7.4.2 below, for the avoidance of any doubt, unless and until all of the Warrants have been exercised, the Companyshall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1. 

7.4.2 Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on anational securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of PublicWarrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 above 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 theWarrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify the Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the stateof residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis, each Registered Holder would pay the Exercise Price by surrendering the Warrants in exchange for a numberof Ordinary Shares equal to the lesser of (i) the quotient obtained by dividing (A) the product of (x) the number of the Ordinary Shares underlying the Warrants and (y) the excess of the “Fair Market Value” (as definedin this subsection 7.4.2) over the Exercise Price of the Warrants by (B) the Fair Market Value and (ii) the product of the number of Warrants surrendered and 0.361 (subject to adjustment). Solely for purposes of this subsection7.4.2, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the trading day prior to the date on which the notice of exercise is received by theWarrant Agent. 

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 orthe 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 Ordinary 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 andbe 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 Companyshall 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 bythe 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 NewYork for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed 

 
12 

by the Company or by such court, shall be a corporation organized and existing under the laws of the Stateof New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or stateauthority. 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 theauthority, 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 effectuallyvesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations. 

8.2.2Notice 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 effectivedate of any such appointment. 

8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may bemerged or with which it may be consolidated or any corporation 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 Agenthereunder 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 itnecessary 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 deemedto be conclusively proved and established by a statement signed by a Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon suchstatement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 

8.4.2 Indemnity. TheWarrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs andreasonable 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 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 thevalidity 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 shallnot 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 suchadjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary 

 
13 

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.

8.5 Acceptance of Agency. TheWarrant 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 andconcurrently 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 orclaim 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 the Warrant Agent astrustee 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 andany 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 bindand inure to the benefit of their respective successors and assigns. 

9.2 Notices. Any notice, statement or demand authorized bythis 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 servicewithin 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: 

Queen’s Gambit Growth Capital 

55 Hudson Yards, 44th Floor 

New York, NY 10001 

Attention:Victoria Grace 

Email: victoria@queensgambitspac.com

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 theWarrant 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 anotheraddress is filed in writing by the Warrant Agent with the Company), as follows: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 

NewYork, NY 10004 

Attention: Francis Wolf and Celeste Gonzalez 

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

9.3 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in allrespects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claimagainst 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 suchjurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. 

 
14 

9.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall beconstrued to confer upon, or give to, any person or corporation 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 RegisteredHolders of the Warrants. 

9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonabletimes at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant forinspection by the Warrant Agent. 

9.6 Counterparts. This Agreement may be executed in any number of original or facsimilecounterparts 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 affectthe interpretation thereof. 

9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of anyRegistered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreementas the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten theExercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company maylower 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 hereofshall 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 ofthis Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 

Exhibit A— Form of Warrant Certificate 

Exhibit B Legend — Private Placement Warrants 

[*Signature Page Follows*] 

 
15 

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

 
QUEEN’S GAMBIT GROWTH CAPITALBy: 
/s/ Victoria Grace
Name: Victoria GraceTitle: Chief Executive Officer
CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Warrant Agent    
By: 
/s/ Stacy Aqui
Name: Stacy AquiTitle: Vice President
*[Signature Page to the Warrant Agreement]*

**EXHIBIT A**

[Form of Warrant Certificate] 

[FACE] 

Number 

**Warrants**

 

 

**THIS WARRANTSHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO**

**THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR**

**IN THE WARRANT AGREEMENT DESCRIBED BELOW**

**QUEEN’S GAMBIT GROWTH CAPITAL**

*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) evidenced hereby(the “***Warrants***” and each, a “***Warrant***”) to purchase Class A ordinary shares, $0.0001 par value per share (“***Ordinary Shares***”), of Queen’s Gambit Growth Capital, a CaymanIslands 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 by certified or official bank checkpayable to the Company (or through “***cashless exercise***” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agentreferred 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. Thenumber 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 is equal to $11.50 per Ordinary Share. The Exercise Price is subject to adjustment upon the occurrence of certainevents as set forth in the Warrant Agreement. 

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

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisionsshall for all purposes have the same effect as though fully set forth at this place. 

This Warrant Certificate shall not be valid unlesscountersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 

This Warrant Certificate shall be governed by andconstrued in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. 

 QUEEN’S GAMBIT GROWTH CAPITALBy: 
 
Name: Title:  
CONTINENTAL STOCK TRANSFER &

TRUST COMPANY as Warrant Agent    
By: 
 
Name: Title: 

[Form of Warrant Certificate] 

[Reverse] 

The Warrantsevidenced 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 January 19, 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 WarrantAgreement 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 andthe 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 hereofupon 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 thisWarrant 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 Warrantsexercised 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 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 “***cashlessexercise***” as provided for in the Warrant Agreement. 

The Warrant Agreement provides that upon the occurrence of certainevents 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 fractionalinterest 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 personor 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 orWarrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 

Upon due presentation for registration oftransfer 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 forthis 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 shallbe 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 andherewith tenders payment for such Ordinary Shares to the order of Queen’s Gambit Growth Capital (the “***Company***”) in the amount of $ in accordance with the terms hereof. The undersigned requests that the register ofmembers of the Company be updated to reflect the issuance of such Ordinary Shares and 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 saidnumber 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 addressis and that such Warrant Certificate be delivered to, whose address is. 

In the event that the Warrant has been called for redemption bythe Company pursuant to Section 6.2 of the Warrant Agreement and the undersigned 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 inaccordance with Section 6.2 of the Warrant Agreement. 

In the event that the Warrant is a Private Placement Warrant that is tobe 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 subsection3.3.1(c) of the Warrant Agreement. 

In the event that the Warrant is to be exercised on a “***cashless***” basispursuant 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 numberof 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: Theundersigned 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 Ordinary Shares is less than allof 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, whoseaddress is and that such Warrant Certificate be delivered to, whose address is. 

[*Signature Page Follows*] 

Date: 

 

 

(Signature)

 

 

 
(Address)
 
(Tax Identification Number)
Signature Guaranteed: 

 

 

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

**EXHIBIT B**

**LEGEND**

“THE SECURITIES REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, 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 QUEEN’S GAMBIT GROWTH CAPITAL (THE“COMPANY”), QUEEN’S GAMBIT HOLDINGS LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANYCOMPLETES 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 SUBJECTTO SUCH TRANSFER PROVISIONS. 

SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIESSHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” 

No. Warrants