Exhibit 10.3


 


ACT II GLOBAL
ACQUISITION CORP.


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
is entered into this 12th day of February, 2020 (this “Subscription Agreement”), by and between Act II Global
Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Subscriber”).


 


WHEREAS, the Company
entered into a Purchase Agreement, dated as of December 19, 2019 (as it may be amended, supplemented or otherwise modified from
time to time, the “Transaction Agreement”), pursuant to which, among other things, the Company will purchase
(the “Transaction”) all of the outstanding equity interests of Merisant Company, a Delaware corporation (“Merisant
Delaware”), Merisant Luxembourg, a Société à responsabilité limitée organized
under the laws of Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC, a Delaware limited liability company
(“Mafco”), Mafco Shanghai LLC, a Delaware limited liability company (“Mafco Shanghai”), EVD
Holdings LLC, a Delaware limited liability company (“EVD”), and Mafco Deutschland GmbH, a private limited company
organized under the laws of Germany (“Mafco Deutschland” and together with Merisant Delaware, Merisant Luxemourg,
Mafco, Mafco Shanghai and EVD, the “Targets”) from Flavors Holdings, Inc., a Delaware corporation, MW Holdings
I LLC, a Delaware limited liability company, MW Holdings III LLC, a Delaware limited liability company, and Mafco Foreign Holdings,
Inc., a Delaware corporation (collectively, the “Sellers”);


 


WHEREAS, in connection
with the Transaction, Subscriber desires to subscribe for and purchase from the Company (i) Class A ordinary shares, par value
$0.0001 per share, of the Company (“Ordinary Shares”) and (ii) warrants representing the right to purchase Ordinary
Shares (the “Warrants”), each in the amounts set forth on the signature page hereto (such amounts not subject
to any further adjustment pursuant to the Warrant Amendment) (collectively, the “Acquired Securities”), for
the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Company
desires to issue and sell to Subscriber the Acquired Securities in consideration of the payment of the Purchase Price by or on
behalf of Subscriber to the Company on or prior to the Closing (as defined below);


 


WHEREAS, the Company
represents that, simultaneously herewith, it is entering into subscription agreements with other subscribers (such subscribers,
the “Other Subscribers” and together with Subscriber, the “Company Subscribers”, and such
other subscription agreements, the “Other Subscription Agreements”) for the purchase of Ordinary Shares and
Warrants for an aggregate purchase price of $75,000,000 (such aggregate purchase price plus the Purchase Price hereunder, the “Aggregate
Purchase Price”) reflecting substantially the same terms as set forth herein (and in the same proportion of Ordinary Shares
to Warrants as set forth herein);


 


WHEREAS, immediately
prior to the closing of the Transaction, the Company intends to effect a deregistration under the Cayman Islands Companies Law
(2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law (the “Domestication”),
pursuant to which Act II’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands
to the State of Delaware and the name of the Company will be changed to “Whole Earth Brands, Inc.”; and


 


WHEREAS, in connection with the Domestication, each of the Ordinary Shares shall be automatically
converted into one share of common stock of the Delaware corporation (the “Common Stock”); and with respect to all
periods from and after the Domestication, all referenced herein to Ordinary Shares shall be deemed to be references to shares of
Common Stock.


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:


 


1.           
Subscription. Pursuant to the terms and subject to the conditions set forth herein, Subscriber hereby agrees to subscribe
for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired
Securities (such subscription and issuance, the “Subscription”). The Warrants shall be substantially in the
form attached hereto as Exhibit A.


 


2.            Closing.


 


a.            The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially
concurrent consummation of the Transaction and shall occur immediately prior thereto. Not less than five (5) business days prior
to the scheduled closing date of the Transaction (the “Scheduled Closing Date”), the Company shall provide written
notice to Subscriber (the “Closing Notice”) specifying (i) that the Company reasonably expects all conditions
to the Closing to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice and (ii)
instructions for wiring the Purchase Price for the Acquired Securities. At Closing, Subscriber shall deliver to the Company the
Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified in writing by
the Company in the Closing Notice, and the Company shall issue and deliver the Acquired Securities to Subscriber (i) in book entry
form, by updating the register of members of the Company, or (ii) upon Subscriber’s request in certificated form. The failure
of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve either
party of any of its obligations hereunder.


 


b.           
Subscriber’s obligation to consummate the Closing shall be subject to the following conditions:


 


(i)              
no suspension of the qualification of the Ordinary Shares or the shares of Common Stock for offering or sale or trading
in the United States shall have occurred prior to the Closing;


 


(ii)            
all representations and warranties of the Company and Subscriber contained in this Subscription Agreement shall be true
and correct in all material respects as of the Closing, and consummation of the Closing shall constitute a reaffirmation by each
of the Company and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription
Agreement as of the Closing;


 


(iii)           
as of the Closing, no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment,
order, law, rule or regulation which is then in effect and has the effect of making consummation of the transactions contemplated
hereby illegal or otherwise prohibiting or enjoining consummation of the transactions contemplated hereby;


 


(iv)            the
Transaction and the Debt Financing (as defined in the Transaction Agreement) shall be consummated prior to June 30, 2020,
substantially concurrently with the Closing in accordance with the terms of the Transaction Agreement, the Sponsor Support
Agreement (each as defined in the Transaction Agreement) and the debt commitment letter, dated as of December 19, 2019 (the
 “Debt Commitment Letter”), each as amended, and as delivered as so amended to Subscriber, prior to or
simultaneously with the execution of this Subscription Agreement (and each as may be amended following the execution of this
Subscription Agreement in accordance with this clause (iv)), and no provision or condition of the Transaction Agreement as
amended, and as delivered as so amended to Subscriber, prior to or simultaneously with the execution of this Subscription
Agreement (and as the Transaction Agreement may be amended following the execution of this Subscription Agreement in
accordance with this clause (iv)) and no provision or condition of the Sponsor Support Agreement or the debt commitment
letter, each as amended and as delivered as so amended to Subscriber, prior to or simultaneously with the execution of this
Subscription Agreement (and each as may be amended following the execution of this Subscription Agreement in accordance with
this clause (iv)), shall have been waived, further amended, supplemented or otherwise modified in any respect materially
adverse to Subscriber; provided, however, that such waiver, further amendment, supplement or other modification may be
consented to on behalf of all Company Subscribers by the prior written consent of Company Subscribers investing no less than
sixty-six and two thirds percent (66.67%) of the Aggregate Purchase Price under this Agreement and the Other Subscription
Agreements;


 






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(v)           
The purchase by Baron Funds of no less than $20 million of Ordinary Shares and Warrants (in the same proportion of Ordinary
Shares to Warrants purchased by Subscriber hereunder) shall be consummated simultaneously with the Closing in accordance with the
terms of the Other Subscription Agreement;


 


(vi)           
(vi)        After giving effect to the Transaction, the Debt Financing and the transactions contemplated by this Subscription
Agreement and the Other Subscription Agreements, the total debt of the Company and its subsidiaries (inclusive of any unpaid principal
and premium under any credit facilities, liabilities evidenced by bonds, notes, or other similar instruments, obligations evidenced
by letters of credit to the extent drawn, and obligations under capital leases that would at such time be required to be capitalized
and reflected as a liability on a balance sheet) less cash and cash equivalents shall not exceed $213,000,000 at Closing;


 


(vii)          
Simultaneously with the Closing, the Purchaser Sponsor (as defined in the Transaction Agreement) and its affiliates shall
irrevocably forfeit to the Company for no consideration Class B Ordinary Shares representing 3,000,000 Ordinary Shares on an as-converted
basis and warrants to purchase 6,750,000 Ordinary Shares at a price of $11.50 per share (“Company Warrants”);


 


(viii)         
Notwithstanding any provision of the Transaction Agreement, including Section 8.1(d), no more than 50% of the Ordinary Shares
issued and outstanding as of December 16, 2019 shall be redeemed by the holders of the Company’s Ordinary Shares in connection
with the Transaction;


 


(ix)            
Prior to or simultaneously with the Closing, the Company shall have reduced the number of Ordinary Shares issuable upon
exercise of the Company Warrants by 7,500,000 by paying the holders of such Company Warrants $0.75 per Company Warrant in exchange
for reducing the shares issuable upon exercise of such Company Warrants by one-half; provided, however, that the payment amount
per Company Warrant may be amended with the prior written consent of Company Subscribers investing no less than sixty-six and two
thirds percent (66.67%) of the Aggregate Purchase Price under this Agreement and the Other Subscription Agreements; and


 


(x)             
The Domestication shall have occurred and the Ordinary Shares issued hereunder and upon exercise of the Warrants shall have
been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance.


 


c.           
At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this
Subscription Agreement.


 






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d.           
For purposes of this Subscription Agreement, “business day” shall mean any day other than (i) any Saturday or
Sunday or (ii) any other day on which banks located in New York, New York are required or authorized by applicable law to be closed
for business.


 


3.            
Company Representations and Warranties. The Company represents and warrants to Subscriber that:


 


a.            The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of
the Cayman Islands, with corporate power and authority to own, lease and operate its properties and conduct its business as presently
conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


b.           
The authorized share capital of the Company is $22,100 divided into 200,000,000 Ordinary Shares, 20,000,000 Class B ordinary
shares of a par value of $0.0001 each (“Class B Ordinary Shares”), and 2,000,000 preference shares of a par
value of $0.0001 each. As of the date of this Subscription Agreement: (i) 30,000,000 Ordinary Shares, including those issued as
part of units, each of which consists of one Ordinary Share and one-half of one Company Warrant (each, a “Company Unit”),
are issued and outstanding, (ii) 21,750,000 Company Warrants are issued and outstanding, including those issued as part of Company
Units and those held by the Purchaser Sponsor, and (iii) Class B Ordinary Shares representing 7,500,000 Ordinary Shares on an as-converted
basis are issued and outstanding. All holders of Class B Ordinary Shares have irrevocably waived any anti-dilution adjustment as
to the ratio by which Class B Ordinary Shares convert into Ordinary Shares or shares of Common Stock or any other measure with
an anti-dilutive effect, in any case, that results from or is related to the Transaction or the transactions contemplated by this
Subscription Agreement and the Other Subscription Agreements. All issued and outstanding Ordinary Shares, Class B Ordinary Shares,
Company Warrants and Company Units are validly issued, fully paid and non-assessable and are not subject to preemptive rights.
Except for the Company Warrants, the Company Units, the Class B Ordinary Shares referenced above and the obligations of the Company
under the Transaction Agreement, this Subscription Agreement and the Other Subscription Agreements, there are no outstanding, and
between the date hereof and the Closing the Company will not issue or sell any (a) shares, equity interests or voting securities
of the Company, (b) securities of the Company convertible into or exchangeable for shares or other equity interests or voting securities
of the Company, (c) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of
any character, whether or not contingent, of the Company to acquire from any Person, and no obligation of the Company to issue,
any shares or other equity interests or voting securities of the Company or any securities convertible into or exchangeable for
such shares or other equity interest or voting securities, (d) equity equivalents or other similar rights of or with respect to
the Company, or (e) obligations of the Company to repurchase, redeem, or otherwise acquire any of the foregoing securities,
shares, options, equity equivalents, interests or rights. As of the date hereof, the Purchaser Sponsor (as defined in the Transaction
Agreement) and its affiliates hold Class B Ordinary Shares in an amount representing 7,500,000 Ordinary Shares on an as-converted
basis and 6,750,000 Company Warrants. Upon the Domestication, each outstanding Ordinary Share will be converted into one share
of Common Stock, and each outstanding Company Warrant will become exercisable for one share of Common Stock for each Ordinary Share
(prior to giving effect to the Warrant Amendment) for which such Company Warrant was exercisable immediately prior to the Domestication.


 


c.            The
Acquired Securities and the Ordinary Shares issuable upon exercise of the Warrants will be, prior to the issuance and
delivery to Subscriber against full payment thereof in accordance with the terms of this Subscription Agreement and the
Company’s amended and restated memorandum and articles of association, duly authorized and, when issued and delivered
to Subscriber, by updating the register of members of the Company, against full payment therefor in accordance with the terms
of this Subscription Agreement, and following the statutory updates to the register of members of the Company in respect of
the Ordinary Shares, the Acquired Securities will be validly issued and the Ordinary Shares will be fully paid (in the case
of the Ordinary Shares issuable upon exercise of the Warrants, upon payment of the exercise price) and non-assessable and
will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s
amended and restated memorandum and articles of association or under the Cayman Islands Companies Law (2020 Revision).


 






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d.            This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against it
in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity,
whether considered at law or equity.


 


e.            As of the Closing, the Company will be treated as an association taxable as a corporation for United States federal income
tax purposes.


 


f.            
The execution, delivery and performance of this Subscription Agreement (including the issuance and sale of the Acquired
Securities contemplated hereby and the compliance by the Company with all of the provisions of this Subscription Agreement applicable
to it and the consummation of the transactions contemplated hereby) will not (i) conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge
or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties,
financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole
(a “Material Adverse Effect”) or materially affect the validity of the Acquired Securities or the legal authority
of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of
the provisions of the organizational documents of the Company or any of its subsidiaries; or (iii) result in any violation of any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Material
Adverse Effect or materially affect the validity of the Acquired Securities or the legal authority of the Company to comply in
all material respects with this Subscription Agreement.


 


g.           
Company SEC Documents; Controls.


 


(i)              The
Company has timely filed with or furnished to the Securities and Exchange Commission (the “SEC”) all
forms, reports, schedules and statements required to be filed or furnished by it with the SEC (such forms, reports, schedules
and statements, the “Company SEC Documents”). As of their respective filing dates, or, if amended or
superseded by subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing
(and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the
relevant meetings, respectively), each of the Company SEC Documents, complied as to form in all material respects with the
applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as the case may be, and the rules and
regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained,
when filed or, if amended or superseded prior to the date of this Subscription Agreement, as of the date of the last such
amendment or superseding filing, any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents are the subject of (i)
ongoing SEC review or outstanding SEC comment or (ii) outstanding SEC investigation.


 






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(ii)            
The financial statements of the Company contained in the Company SEC Documents, including any notes and schedules thereto,
(i) complied as to form in all material respects with the rules and regulations of the SEC with respect thereto as of their respective
dates; (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated
in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC or as
may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects in accordance
with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the
financial position of the Company and its consolidated subsidiaries, as of their respective dates and the results of operations
and the cash flows of the Company and its consolidated subsidiaries, for the periods presented therein.


 


(iii)           
The Company has established and maintains a system of “internal controls over financial reporting” (as defined
in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the listing standards
of NASDAQ. The Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) of
the Exchange Act) are reasonably designed to ensure that all material information required to be disclosed by the Company in the
reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s
management as appropriate to allow timely decisions


 


4.           
Subscriber Representations and Warranties. Subscriber represents and warrants to the Company, Moelis & Company
LLC (“Moelis”) and Goldman Sachs & Co. LLC (“GS” and together with Moelis, the “Placement
Agents”) that:


 


a.            Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction
of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


b.          
This Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement
is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


c.            The
execution, delivery and performance by Subscriber of this Subscription Agreement (including the compliance by the Subscriber
with all of the provisions of this Subscription Agreement applicable to it and the consummation of the transactions
contemplated hereby) will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of Subscriber or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
loan agreement, lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or
by which Subscriber or any of its subsidiaries is bound or to which any of the property or assets of Subscriber or any of its
subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties,
financial condition, shareholders’ equity or results of operations of Subscriber and its subsidiaries, taken as a whole
(a “Subscriber Material Adverse Effect”) or materially affect the legal authority of Subscriber to comply
in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the
organizational documents of Subscriber or any of its subsidiaries; or (iii) result in any violation of any statute or any
judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Subscriber or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a
Subscriber Material Adverse Effect or materially affect the legal authority of Subscriber to comply in all material respects
with this Subscription Agreement.


 






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d.           
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act or an
 “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) satisfying the
applicable requirements set forth on Schedule A, and an “Institutional Account” (as defined in FINRA 4512(c)),
(ii) is acquiring the Acquired Securities only for its own account and not for the account of others, or if Subscriber is subscribing
for the Acquired Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified
institutional buyer, and Subscriber has full investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is
not acquiring the Acquired Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act and shall provide the requested information on Schedule A following the signature page hereto.
Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Securities.


 


e.           
Subscriber understands that the Acquired Securities are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and that the Acquired Securities have not been registered under the Securities Act. Subscriber
understands that the Acquired Securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent
an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S.
persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities
Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any book-entry
position or certificates representing the Acquired Securities shall contain a legend to such effect. Subscriber acknowledges that
the Acquired Securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber
understands and agrees that the Acquired Securities will be subject to transfer restrictions and, as a result of these transfer
restrictions, Subscriber may not be able to readily resell the Acquired Securities and may be required to bear the financial risk
of an investment in the Acquired Securities for an indefinite period of time. Subscriber understands that it has been advised to
consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Securities.


 


f.           
Subscriber understands and agrees that Subscriber is purchasing the Acquired Securities directly from the Company. Subscriber
further acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Company
or its affiliates or any of their respective officers or directors, or the Company’s agents (including the Placement Agents)
expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription
Agreement.


 


g.          
Subscriber represents and warrants that its acquisition and holding of the Acquired Securities will not constitute or result
in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 


h.           In
making its decision to purchase the Acquired Securities, Subscriber represents that it has relied solely upon independent
investigation made by Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as
Subscriber deems necessary in order to make an investment decision with respect to the Acquired Securities, including with
respect to the Company, the Targets and the Transaction. Subscriber represents and agrees that Subscriber and
Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers
and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary
to make an investment decision with respect to the Acquired Securities.


 






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i.            
Subscriber became aware of this offering of the Acquired Securities solely by means of direct contact between Subscriber,
on the one hand, and the Company, the Targets, the Placement Agents and/or their respective advisors (including without limitation,
attorneys, accountants, bankers, consultants, financial advisors), agents, control persons, representatives, affiliates, directors,
officers, managers, members, and/or employees, and/or the representatives of such persons (such parties, collectively “Representatives”),
on the other hand. The Acquired Securities were offered to Subscriber solely by direct contact between Subscriber and the Company,
the Targets, the Placement Agents and/or their respective Representatives. Subscriber acknowledges that it is not relying upon,
and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation,
the Company, the Targets, the Placement Agents or their respective Representatives), other than the representations and warranties
contained in this Subscription Agreement, in making its investment or decision to invest in the Company. Subscriber did not become
aware of this offering of the Acquired Securities, nor were the Acquired Securities offered to Subscriber, by any other means,
and none of the Company, the Targets, the Placement Agents or their respective Representatives acted as investment adviser, broker
or dealer to Subscriber. Subscriber acknowledges that the Company represents and warrants that the Acquired Securities (i) were
not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public
offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


j.            
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Acquired Securities. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Acquired Securities, and Subscriber has sought such accounting, legal and tax advice
as Subscriber has considered necessary to make an informed investment decision.


 


k.          
Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately
analyzed and fully considered the risks of an investment in the Acquired Securities and determined that the Acquired Securities
are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic
risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of
total loss exists.


 


l.            
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Acquired Securities or made any findings or determination as to the fairness of this investment.


 


m.            Subscriber
represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and
Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”), the OFAC Consolidated Sanctions List or in any Executive Order issued by the President of the
United States and administered by OFAC (“OFAC Lists”), or a person or entity prohibited by any OFAC
sanctions program or a person or entity whose property and interests in property subject to U.S. jurisdiction are otherwise
blocked under any U.S. laws, Executive orders or regulations, (ii) an entity owned, directly or indirectly, individually or
in the aggregate, 50 percent or more by one or more persons described in subsection (i), (iii) a person or entity listed on
the Sectoral Sanctions Identifications (“SSI”) List maintained by OFAC or otherwise determined by OFAC to
be subject to one or more of the Directives issued under Executive Order 13662 of March 20, 2014, or an entity owned,
directly or indirectly, individually or in the aggregate, 50 percent or more by one or more persons or entities that are
subject to the SSI List restrictions, (iv) a person or entity named on the U.S. Department of Commerce, Bureau of Industry
and Security Denied Persons List, Entity List, or Unverified List (“BIS Lists”), or (v) a non-U.S. shell
bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so
under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C.
Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT
Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber
maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act.
Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the
screening of its investors against the OFAC and BIS sanctions programs, including the OFAC Lists and BIS Lists, and otherwise
to ensure compliance with all applicable sanctions and embargo laws, statutes, and regulations. Subscriber further represents
and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds
held by Subscriber and used to purchase the Acquired Securities were legally derived.


 






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n.            Subscriber has or has commitments to have, and at least one (1) business day prior to the Scheduled Closing Date will have,
sufficient funds to pay the Purchase Price pursuant to Section 2(a) of this Subscription Agreement and consummate the Closing when
required pursuant to this Subscription Agreement.


 


5.            
Reserved.


 


6.            
Registration Rights.


 


a.            The
Company agrees that, within thirty (30) calendar days after the consummation of the Transaction (the “Filing
Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration
statement to register under and in accordance with the provisions of the Securities Act, the resale of all Registrable
Securities (as defined below) on Form S-3 (which shall be filed pursuant to Rule 415 under the Securities Act as a
secondary-only registration statement), if the Company is then eligible for such short form, or any similar or successor
short form registration or, if the Company is not then eligible for such short form registration or would not be able to
register for resale all of the Registrable Securities on Form S-3, on Form S-1 or any similar or successor long form
registration (the “Registration Statement”). The Company shall use its reasonable best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the
thirty (30) calendar days following the Filing Deadline (the “Effectiveness Deadline”); provided,
that the Effectiveness Deadline shall be extended to seventy-five (75) calendar days after the Filing Deadline if the
Registration Statement is reviewed by, and receives comments from, the SEC; provided, however, that the
Company’s obligations to include the Registrable Securities of a Holder in the Registration Statement are contingent
upon such Holder furnishing in writing to the Company such information regarding such Holder, the securities of the Company
held by such Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by
the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with
such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations,
including providing that the Company shall be entitled to postpone and suspend the use of the Registration Statement during
any customary blackout or similar period not to exceed thirty (30) calendar days in any one instance or sixty (60) days in
the aggregate during any twelve (12) month period. The Company will provide a draft of the Registration Statement to the
Subscriber for review at least three (3) business days in advance of filing the Registration Statement. In no event shall any
Holder be identified as a statutory underwriter in the Registration Statement unless required by the SEC. Notwithstanding the
foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the
Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired
Securities by the Holders or otherwise, such Registration Statement shall register for resale such number of Ordinary Shares
which is equal to the maximum number of Ordinary Shares as is permitted by the SEC. In such event, the number of Ordinary
Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata
among all such selling shareholders and as promptly as practicable after being permitted to register additional Ordinary
Shares under Rule 415 of the Securities Act, the Company shall amend the Registration Statement or file a new Registration
Statement to register such additional Ordinary Shares and cause such amendment or Registration Statement to become effective
as promptly as practicable. The Company will use its reasonable best efforts to maintain the continuous effectiveness of the
Registration Statement until all such securities cease to be Registrable Securities (as defined below) or such shorter period
upon which all Holders with Registrable Securities included in such Registration Statement have notified the Company that
such Registrable Securities have actually been sold. The Company will use its reasonable best efforts to (i) cause the
removal of all restrictive legends from any Registrable Securities being sold under the Registration Statement or pursuant to
Rule 144 at the time of sale of such Registrable Securities and, at the request of a Holder, cause the removal of all
restrictive legends from any Acquired Securities, and Ordinary Shares issuable or issued upon exercise of the Warrants, held
by such Holder that may be sold by such Holder without restriction under Rule 144, including without limitation, any volume
and manner of sale restrictions, (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the
transfer agent in connection with the instruction under subclause (i) upon the receipt of such supporting documentation, if
any, as reasonably requested by such counsel, and (iii) ensure that any Registrable Securities being sold under the
Registration Statement or pursuant to Rule 144 at the time of sale of such Registrable Securities will be eligible for
clearance and settlement through the facilities of The Depository Trust Company. The Company will use reasonable best efforts
to file all reports, and provide all customary and reasonable cooperation, necessary to enable Holders to resell Registrable
Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (“Rule 144”), as
applicable, qualify the Registrable Securities for listing on the applicable stock exchange, update or amend the Registration
Statement as necessary to include Registrable Securities and provide customary notice to Holders. “Registrable
Securities” shall mean, as of any date of determination, the Acquired Securities, the Ordinary Shares issuable or
issued upon exercise of the Warrants and any other equity security issued or issuable with respect to the Acquired Securities
or the Ordinary Shares issuable or issued upon exercise of the Warrants, by way of share split, dividend, distribution,
recapitalization, merger, exchange, replacement or similar event or otherwise. As to any particular Registrable Securities,
once issued, such securities shall cease to be Registrable Securities at the earliest of (A) the date all Acquired
Securities, and the Ordinary Shares issuable or issued upon exercise of the Warrants, held by a Holder, may be sold by such
Holder without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may
be applicable to affiliates under Rule 144, other than the requirement for the Issuer to be in compliance with the current
public information required under Rule 144(c), (C) when they shall have ceased to be outstanding or (D) three years from the
date of effectiveness of the Registration Statement. “Holder” shall mean the Subscriber or affiliate of the
Subscriber to which the rights under this Section 6 shall have been assigned.


 






    9 


     


    

 


b.           The
Company shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber
and any other Holder, the officers, directors, trustees, agents, partners, members, managers, shareholders, affiliates,
employees and investment advisers of each of them, each person who controls Subscriber (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act and the officers, directors, trustees, agents, partners, members,
managers, shareholders, affiliates, employees and investment advisers of each such controlling person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration
Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the
Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the
performance of its obligations under this Section 6, except insofar as and to the extent, but only to the extent, that such
untrue statements omissions or alleged omissions are based solely upon information regarding Subscriber furnished in writing
to the Company by Subscriber expressly for use therein. The Company shall notify Subscriber and each other Holder promptly of
the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by
this Section 6 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an indemnified party and shall survive the transfer of the Acquired Securities by
Subscriber or any other Holder.


 






    10 


     


    





 


c.            Subscriber or any Holder shall, severally and not jointly with any other purchaser, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement,
or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon
information regarding Subscriber or any Holder furnished to the Company by Subscriber or such Holder expressly for use therein.
In no event shall the liability of Subscriber or any Holder be greater in amount than the dollar amount of the net proceeds received
by Subscriber or such Holder upon the sale of the Acquired Securities giving rise to such indemnification obligation.


 


7.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of
the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier
to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual
written agreement of each of the parties hereto to terminate this Subscription Agreement; provided, that each of the Company and
the Sellers consents in writing to such termination, or (c) if any of the conditions to Closing set forth in Section 2 of this
Subscription Agreement that are not waived by the Subscriber are not satisfied, or are not capable of being satisfied, on or prior
to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not and will not be
consummated at the Closing,; provided, that nothing herein will relieve any party hereto from liability for any willful breach
hereof (including for the avoidance of doubt Subscriber’s willful breach of Section 2(b)(ii) of this Subscription Agreement
with respect to its representations and warranties as of the Closing Date) prior to the time of termination, and each party hereto
will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company
shall notify Subscriber of the termination of the Transaction Agreement promptly after the termination of the Transaction Agreement.





 









    11


     


    

 


8.            Trust
Account Waiver. Subscriber acknowledges that the Company is a blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Subscriber further acknowledges that, as described in the
Company’s final prospectus, dated April 25, 2019, related to its initial public offering (the “Prospectus”)
available at www.sec.gov, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial
public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust
account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriters of
the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that
may be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the
purposes set forth in the Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt
and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its Representatives, hereby irrevocably waives
any and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in
the Trust Account, provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s
right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities
of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption
right with respect to any such securities of the Company, and agrees not to seek recourse or make or bring any action, suit, claim
or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions
contemplated hereby or the Acquired Securities regardless of whether such claim arises based on contract, tort, equity or any other
theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the
Acquired Securities pursuant to the Company’s organizational documents in connection with the Transaction or any other business
combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Subscriber has any claim against
the Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired
Securities, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the
Trust Account or any monies or other assets in the Trust Account.


 


9.            Miscellaneous.


 


a.            Subscriber
acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations and warranties
contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if any of the
acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in all material
respects.


 


b.            The Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.


 


c.            Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Acquired Securities
acquired hereunder, if any, and the Subscriber’s rights under Section 6; provided that such rights under Section 6 may only
be assigned to affiliates of the Subscriber) may be transferred or assigned; provided, however, that Subscriber may
assign this Subscription Agreement to an affiliate subject to the assignee executing a joinder in a form acceptable to the Company;
provided, further, that any such assignment shall not relieve Subscriber of any of its obligations hereunder unless
and until the assignee satisfies such obligations in their entirety.


 


d.           All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive
the Closing.


 


e.            The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Securities, and Subscriber shall provide
such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal
policies and procedures.


 









    12


     


    

 


f.             This
Subscription Agreement may not be modified, waived or terminated except (i) by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought and (ii) after obtaining prior written consent from the
Company and the Sellers; provided, that Sections 4 and 9(h) of this Subscription Agreement may not be amended, terminated
or waived in a manner that is material and adverse to either or both of the Placement Agents without the written consent of the
affected Placement Agent(s).


 


g.            This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


h.            Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon,
such heirs, executors, administrators, successors, legal representatives and permitted assigns. The parties hereto agree that the
Placement Agents are express third-party beneficiaries of their express rights in Section 4, Section 9(f) and this Section 9(h)
of this Subscription Agreement. The parties hereto acknowledge and agree that the Placement Agents shall be entitled to seek and
obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific performance
to prevent breaches of their rights referenced in the immediately preceding sentence. Each of the parties hereto and the Placement
Agents shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction or injunctions
or order for specific performance to prevent breaches of this Subscription Agreement and to enforce specifically the terms and
provisions of this Subscription Agreement to cause the Company to cause, or directly cause, Subscriber to fund the Purchase Price
and cause the Closing to occur if the conditions in Section 2(b) have been satisfied or, to the extent permitted by applicable
law, waived. Each party hereto further agrees that the none of the parties hereto or the Placement Agents shall be required to
obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to
in this Section 9(h), and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting
of any such bond or similar instrument.


 


i.             If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


j.             This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and
by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All
counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


k.            The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise.


 









    13


     


    

 


l.             THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS
OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS
CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION
OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT
OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY
SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT
TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY
CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND
AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION
9(l) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 


EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(l).


 


m.           This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


n.            The
Company grants the Subscriber permission to use the Company’s and its subsidiaries’ names and logos in the Subscriber’s
or its respective affiliates’ marketing materials. The Subscriber or its respective affiliate, as applicable, shall include
a trademark attribution notice giving notice of the Company’s or its subsidiaries’ ownership of its trademarks in
the marketing materials in which the Company’s or its subsidiaries’ names and logos appear.


 









    14


     


    

 


o.            From and after the date hereof, neither the Company nor any of its subsidiaries shall, without the prior written consent
of the relevant Subscriber, (i) use in advertising, publicity, or otherwise the name of such Subscriber or
any of its affiliates, or any partner or employee of such Subscriber or any of its affiliates, nor any trade name, trademark, trade
device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by such Subscriber or any of its affiliates
unless required by law (including any filings with the SEC), or (ii) represent, directly or indirectly, that any product or any
service provided by the Company or any subsidiary has been approved or endorsed by any Subscriber or any of such Subscriber’s
affiliates.


 


p.            The
Subscriber hereby waives any right that it might have in connection with the Warrant Amendment to receive a cash payment with
respect to the Warrants it has subscribed for under this Subscription Agreement and agrees that no such cash payment will be made
to the Subscriber in respect of any such Warrants.


 


q.            The Subscriber hereby unconditionally and irrevocably agrees that (i) at any duly called meeting of the warrantholders of
the Company (or any adjournment or postponement thereof), it shall (to the extent it so entitled) appear at the meeting, in person
or by proxy, or otherwise cause its Warrants to be counted as present thereat for purposes of establishing a quorum, and it shall
vote or consent (or cause to be voted or consented), in person or by proxy, all of the Warrants it owns beneficially or of record
in favor of a Warrant Amendment effective prior to Closing solely to reduce the number of Ordinary Shares issuable upon exercise
of the Company Warrants by 7,500,000 by paying the holders of such Company Warrants $0.75 per Company Warrant in exchange for reducing
the shares issuable upon exercise of such Company Warrants by one-half and make any conforming amendments required in connection
with the Domestication (a “Conforming Warrant Amendment”), and (ii) in any action by written consent of the warrantholders
of the Company, it shall (to the extent it is so entitled) consent (or cause to be consented) all of the Warrants it owns beneficially
or of record in favor of a Conforming Warrant Amendment.


 


[Signature Pages Follow]


 









    15


     


    

 


IN WITNESS WHEREOF,
each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 





	 	ACT II GLOBAL ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	Date:    ________________________	 	 







 


Signature
Page to Subscription Agreement


 






     


     


    

 


	SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	 	 	By:	 
	Name:	 	Name:
	Title:	 	Title:
	 	 	 
	Date: 	 	 	 
	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	 	 	 
	(Please print. Please indicate name and capacity of person signing above)	 	(Please Print. Please indicate name and capacity of person signing above)
	 	 	 
	 	 	 
	Name in which shares are to be registered	 	 
	(if different):	 	 




 


	Email Address:  ____________________	 	 
	 	 	 
	If there are joint investors, please check one:	 	 
	 Joint Tenants with Rights of Survivorship	 	 
	 Tenants-in-Common	 	 
	 Community Property	 	 
	 	 	 
	Subscriber’s EIN:  __________________	 	Joint Subscriber’s EIN: _____________________
	 	 	 
	Business Address:	 	Mailing Address (if different):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Attn: __________________________	 	Attn: _______________________
	 	 	 
	Telephone No.: ____________________	 	Telephone No.: ______________________
	 	 	 
	Facsimile No.: _______________________	 	Facsimile No.: _________________________







 


	Aggregate Number of Ordinary Shares subscribed for: ________________
	 
	Aggregate Number of Ordinary Shares issuable upon exercise of the Warrants subscribed for:  ______________________
	 
	Jurisdiction of residency:  ________________________________________
	 
	Aggregate Purchase Price: $ ___________________







 




You must pay the Purchase Price by wire
transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice.


 


Signature
Page to Subscription Agreement


 






     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBERS


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



		1.	We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act, a “QIB”).



		2.	We are subscribing for the Acquired Securities as a fiduciary or agent for one or more investor accounts, and each owner of
such account is a QIB.



 


		***OR***	



 


		B.	ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



		1.	We are an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act), and have marked and initialed the appropriate boxes on the following page indicating all provisions
under which we qualify as an “accredited investor.”



		2.	We are not a natural person.



 


		***AND***	



 


		C.	AFFILIATE STATUS

(Please check the applicable box)



SUBSCRIBER:



is:


is not:



an “affiliate” (as defined in Rule 144) of the Company or acting on behalf of an affiliate of the Company.


 


		***AND***	



 


		D.	INSTITUTIONAL ACCOUNT STATUS

(Please check the applicable box)







is:


is not:



an “Institutional Account” (as defined in FINRA 4512(c)).


 


This page should be completed by Subscribers

and constitutes a part of the Subscription Agreement.


 






    	 	Schedule A-1	 



     


    

 


Rule 501(a), in relevant part, states that
an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer
reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person.
Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber
and under which Subscriber accordingly qualifies as an “accredited investor.”


 


 ̈ Any bank as defined in Section 3(a)(2)
of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities
Act whether acting in its individual or fiduciary capacity;


 


 ̈ Any broker or dealer registered
pursuant to Section 15 of the Exchange Act;


 


 ̈ Any insurance company as defined in Section
2(a)(13) of the Securities Act;


 


 ̈ Any investment company registered under
the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;


 


 ̈ Any Small Business Investment Company
licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;


 


 ̈ Any plan established and maintained by
a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit
of its employees, if such plan has total assets in excess of $5,000,000;


 


 ̈ Any employee benefit plan, within the
meaning of ERISA, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan
has total assets in excess of $5,000,000;


 


 ̈ Any private business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;


 


 ̈ Any organization described in Section
501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the
specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or


 


 ̈ Any trust with assets in excess of $5,000,000,
not formed to acquire the securities offered, whose purchase is directed by a sophisticated person.


 






    	 	Schedule A-2	 



     


    

 


EXHIBIT A


 


FORM OF WARRANT


 






    	 	Exhibit A-1	 



     


    

 



 





WARRANT AGREEMENT, DATED APRIL 25, 2019,
BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANTAGENT


 


Exhibit 4.1


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of April 25, 2019, is by and between Act II Global Acquisition Corp., a
Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer
Agent”).


 


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 Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”)
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 13,050,000 warrants (or up to 15,007,500 warrants if the Over-allotment Option is exercised
in full) to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS, on April 25,
2019, the Company entered into that certain Private Placement Warrants Purchase Agreement with Act II Global LLC, a Delaware limited
liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 6,750,000
warrants (regardless of whether the Over-allotment Option (as defined below) in connection with the Company’s Offering is
exercised in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the
 “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant; and


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but are not obligated
to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to
an additional 1,500,000 warrants at a price of $1.00 per warrant (the “Working Capital Warrants”); and


 


WHEREAS, following
consummation of the Offering, the Company may issue additional warrants (“Post IPO Warrants”; together
with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants) in connection with, or following the
consummation by the Company of, a Business Combination (defined below); and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statements on
Form S-1, File Nos. 333-230756 and 333-231037 (collectively, the “Registration Statement”) and prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units; and


 


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


 


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


 


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


 


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


 


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


 


2.            
Warrants.


 


2.1          
Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued,
shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed
by, or bear the facsimile signature of, the Chairman of the Board, President, 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 have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 



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


 


2.3          
Registration.


 


2.3.1      
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the
registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially
be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited
with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a
nominee of the Depositary. 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 (i) the Depositary or its nominee for each Book-Entry Warrant Certificate,
or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a
 “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions, as provided above.


 


2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on a Definitive Warrant 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 be affected
by any notice to the contrary.


 


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


 


2.6          
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants, the Working Capital Warrants
and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor
or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital 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 Business Combination (as defined below),
and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement
Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any Permitted Transferees, as applicable,
and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:


 


(a)          
to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors,
any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and
indirect equityholders;


 


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


 



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


 


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


 


(e)          
by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the Warrants were originally purchased;


 


(f)           
in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or


 


(g)          
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor;


 


provided,
however, that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”)
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.7          
Working Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8          
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as
the Public Warrants except as may be agreed upon by the Company.


 


3.            
Terms and Exercise of Warrants.


 


3.1         
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the
time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least
twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
reduction shall be identical among all of the Warrants.


 


3.2          
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,
share exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), or (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 the earlier 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,
or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the
original purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.2
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall
be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective
registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect
to a Private Placement Warrant or a Working Capital Warrant) to the extent then held by the original purchasers thereof or their
Permitted Transferees in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than
a Private Placement Warrant or a Working Capital Warrant to the extent then held by the original purchasers thereof or their Permitted
Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the
Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3          
Exercise of Warrants.


 


3.3.1      
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing
the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered
Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered
by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of 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 Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a)          
by certified check payable to the order of the Warrant Agent or by wire transfer;


 



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(b)          
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection
3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section
6.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 6 hereof;


 


(c)          
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working
Capital Warrant is held by the Sponsor or a Permitted Transferee, as applicable, by surrendering the Warrants for that number of
Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c) over the Warrant
Price, by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third trading
day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d)           
as provided in Section 7.4 hereof.


 


3.3.2        
Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to
the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary
Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to issue any Ordinary Shares pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the
Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to
issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the
Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately
preceding sentences 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 worthless, in which case the purchaser of a Unit containing 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 require holders of Public Warrants to settle the Warrant
on a “cashless basis” pursuant to subsection 3.3.1(b) and Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of
Ordinary Shares to be issued to such holder.


 


3.3.3       
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company shall be validly issued as fully paid and non-assessable.


 


3.3.4       
Date of Issuance. Upon proper exercise of a Warrant, the Company shall instruct the Warrant Agent in writing to make
the necessary entries in the register of members of the Company in respect of the Ordinary Shares and to issue a certificate if
requested by the holder of such Warrant. Each person in whose name any book-entry position in the register of members of the Company
for Ordinary Shares is issued 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 in the register of members of the Company representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry
system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close
of business on the next succeeding date on which the register of members or book-entry system are open.


 



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3.3.5       
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”)
of the Ordinary Shares issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes
of the Warrant, in determining the number of issued and outstanding Ordinary Shares, the holder may rely on the number of issued
and outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares
issued and 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 issued and outstanding.
In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or
exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued
and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to
the Company.


 


4.            
Adjustments.


 


4.1          
Share Capitalizations.


 


4.1.1       
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued
and outstanding Ordinary Shares is increased by a capitalization of Ordinary Shares, or by a split of Ordinary Shares or other
similar event, then, on the effective date of such share capitalization, split or similar event, the number of Ordinary Shares
issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares.
A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair
Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of
(i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in
such rights offering that are convertible into or exercisable for Ordinary Shares) and (ii) one (1) minus the quotient of (x) the
price per Ordinary 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 the Ordinary Shares, in determining
the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average
price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the 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 are outstanding 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 are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the
Company if a proposed Business Combination is presented to the shareholders of the Company for approval, (e) to satisfy the redemption
rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the
public shares if the Company does not complete the Business Combination within the period set forth in the Company’s amended
and restated memorandum and articles of association or (f) in connection with the redemption of public shares upon the failure
of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of
such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering).


 






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


 


4.3          
Adjustments in Exercise Price.


 


4.3.1      
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
Ordinary Shares so purchasable immediately thereafter.


 


4.3.2       
If the Company issues additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary
Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective
issue price of less than $9.20 per Ordinary Share, with such issue price or effective issue price to be determined in good faith
by the Board (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates,
without taking into account any founder shares held by such shareholders or their affiliates, as applicable, prior to such issuance)(the
 “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115%
of the New Issuance Price.


 


4.4          
Replacement of Securities upon Reorganization, etc. In case of any redesignation or reorganization of the issued
and outstanding Ordinary 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
or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any redesignation or reorganization of the issued and outstanding Ordinary
Shares), or in the case of any sale or conveyance to another 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 liquidated or dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such redesignation,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger,
sale or conveyance, the successor or purchasing entity shall execute an amendment hereto with the Warrant Agent providing for delivery
of such Alternative Issuance; provided, further, that (i) if the holders of the Ordinary Shares were entitled to
exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant
shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of
the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer
made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Company’s
amended and restated memorandum and articles of association or as a result of the repurchase of Ordinary Shares by the Company
if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act (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 successor rule)) 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% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder
would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of
such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if
less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form
of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars)
equal to the difference of (but in no event less than zero) (i) the Warrant Price in effect prior to such reduction minus (ii)
(A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on
the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“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 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 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of
the applicable event, and (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. “Per Share Consideration” means (i) if the consideration paid to
holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other
cases, the amount of cash per Ordinary Share, if any, plus the volume weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be
made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassification, reorganizations, mergers or consolidations, sales or other
transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 



    6


     


    

 





4.5          
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


4.6         
No Fractional 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 this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number of Ordinary Shares to be issued to such holder.


 


4.7          
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of 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 preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm
of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by
the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment, provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.8 as a result of any issuance of securities in connection with the Business Combination. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9         
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Company’s Class B ordinary share (the “Class B Ordinary Share”)
into Ordinary shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Company’s
Charter, as amended from time to time.


 


5.            
Transfer and Exchange of Warrants.


 


5.1         
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


 


5.2         
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry
Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another
nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants
and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.






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5.3          
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


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


 


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


 


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


 


6.            
Redemption.


 


6.1         
Redemption. Subject to Section 6.4 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 the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per
Warrant (the “Redemption Price”), provided that the last sales price of the Ordinary Shares reported
has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading
days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given and provided that there is an effective registration statement covering 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
6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to
subsection 3.3.1; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company
may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from
registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


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


 


6.3         
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to
require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1,
the notice of redemption shall contain the information 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 subsection 3.3.1(b)
hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


 


6.4          
Exclusion of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights
provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time
of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted
Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than
to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital
Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement
Warrants or the Working Capital Warrants to exercise the Private Placement Warrant and the Working Capital Warrants prior to redemption
pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than
Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become
Public Warrants under this Agreement.


 






    8


     


    

 


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


 


7.1         
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.


 


7.2          
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


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


 


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


 


7.4.1       
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants.
The Company shall use its best 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. If any such registration statement has not been declared effective by the 60th Business Day following the closing
of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary
Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute))
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2       
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant
not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants
who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects,
the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary.
If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise
such Public Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Ordinary
Shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public
Warrant holder to the extent an exemption is not available.


 


8.            
Concerning the Warrant Agent and Other Matters.


 


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


 



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8.2          
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 


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


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged 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
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


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


 


8.4          
Liability of Warrant Agent.


 


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


 


8.4.2       
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable 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 the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
Ordinary Share 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. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of Ordinary Shares through the exercise of the Warrants.


 



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8.6          
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.            
Miscellaneous Provisions.


 


9.1          
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2           Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by the Company with the Warrant Agent), as follows:


 


Act II Global Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention: John Carroll


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


9.3          
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, 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 claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 


9.4          
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed 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 Registered Holders of the Warrants.


 


9.5          
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the 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 for inspection by the Warrant
Agent.


 


9.6          
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.


 


9.7          
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 






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9.8          
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i)
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 Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for
the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants
or the Working Capital Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then outstanding
Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9          
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 









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


 


	 	ACT II GLOBAL ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ John Carroll
	 	Name:	John Carroll
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST

                    COMPANY, as Warrant Agent

	 	 
	 	 
	 	By:	/s/ Isaac Kagan
	 	Name:	Isaac Kagan
	 	Title:	Vice President


 


[Signature Page to Warrant Agreement]


 









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EXHIBIT
A



[Form of Warrant Certificate]



[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


ACT
II GLOBAL ACQUISITION CORP.

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G0080J120


 


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 Act II Global Acquisition Corp., a Cayman Islands exempted
company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth
in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares
as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Shares. No fractional shares will be issued upon exercise
of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share,
the Company will, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.
The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


The initial Exercise
Price per Ordinary Share for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 






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	 	ACT II GLOBAL ACQUISITION CORP.
	 	 
	 	 
	 	By:	            
	 	Name:
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST

                                                                        COMPANY, as Warrant Agent

	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:


 





 






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[Form
of Warrant Certificate]



[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of April 25, 2019 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant.


 


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


 


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


 


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


 





 






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Election
to Purchase



(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders
payment for such Ordinary Shares to the order of Act II Global Acquisition Corp. (the “Company”) in the amount
of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered
in the name of _______, whose address is _________ and that such Ordinary Shares be delivered to ________________ whose address
is ________. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _________,
whose address is ___________ and that such Warrant Certificate be delivered to __________, whose address is __________________.


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1 (b) and Section 6.3 of the Warrant Agreement.


 


In the event that the
Warrant is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall
be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares be registered in the name of ____________, whose address is _______________ and that such Warrant
Certificate be delivered to ______________ , whose address is __________.


 


[Signature Page Follows]


 






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	Date:______, 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 
	 	 	 





THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 









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EXHIBIT
B



LEGEND


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ACT II GLOBAL ACQUISITION CORP. (THE “COMPANY”), ACT II GLOBAL 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 COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF
THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO
AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 








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