Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of
December 6, 2021, is entered into by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”),
and Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (each, a “Share”), and one-third of one redeemable warrant, each
whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number
333-261084, under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase an
aggregate of 10,666,667 warrants (or 11,866,667 warrants in the aggregate to the extent the over-allotment option in connection with the
Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder
to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.50 per warrant, subject to adjustment.


 


WHEREAS, the Purchaser also has an option to purchase
2,000,000 Private Placement Warrants (or 2,300,000 Private Placement Warrants if the over-allotment option in connection with the Public
Offering is exercised in full) (the “Option Warrants”) as described in Section 1.B.(iii) hereof.


 


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


 


AGREEMENT


 


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


 


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


 


B.                 
Purchase and Sale of the Private Placement Warrants.


 


(i)                 
On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 10,666,667 Private Placement Warrants at a price of $1.50
per warrant for an aggregate purchase price of $16,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase
Price by wire transfer of immediately available funds in the following amounts: (i) $4,000,000 to the Company at a financial institution
to be chosen by the Company, and (ii) $12,000,000 to the trust account maintained by Continental Stock Transfer & Trust
Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions,
at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to
the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased
on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii)                On
the date of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and
date as may be mutually agreed by the Purchaser and the Company (the “Over-Allotment Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,200,000 Private Placement Warrants
(or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion
to the portion of the over-allotment option that is exercised) at a price of $1.50 per warrant for an aggregate purchase price of up
to $1,800,000 (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in
accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least
one (1) business day prior to the Over-Allotment Closing Date. On the Over-Allotment Closing Date, subject to the receipt of
funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private
Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in
book-entry form.


 






     


     


    

 


(iii)             
Upon not less than five days’ notice to the Company, at the option of the Purchaser, on the date that is 18 months
from the IPO Closing Date (the “Option Closing Date” and each of the IPO Closing Date, the Over-Allotment Closing Date
and the Option Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, an additional 2,000,000, or up to 2,300,000 if the over-allotment option in connection with the Public
Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the
Public Offering is exercised), Option Warrants at a price of $1.50 per Option Warrant for an aggregate purchase price of $3,000,000, or
up to $3,450,000 if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price, pro rata
to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Share
sold in the Public Offering) (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance
with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business
day prior to such Option Closing Date. On the Option Closing Date, following the payment by the Option Purchaser of the Option Purchase
Price by wire transfer of immediately available funds to the Trust Account, the Company at its option, shall deliver a certificate evidencing
the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser,
or effect such delivery in book-entry form.


 


(iv)              
Notwithstanding Section 1.B.(iii) hereof, the Purchaser shall have the option to purchase, and the Company shall issue and
sell to the Purchaser, the up to 2,000,000 (or up to 2,300,000 pro rata to the extent to which the over-allotment option in connection
with the Public Offering is exercised) Option Warrants described in Section 1.B.(iii) at the Option Purchase Price at any time following
the IPO Closing Date and prior to the Company’s consummation of its initial business combination.


 


C.                 
Terms of the Private Placement Warrants.


 


(i)                 
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and
a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).


 


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


 


D.                 
The total number of shares of all classes of capital stock which the Company has authority to issue is 550,000,000 shares
of common stock (which consist of 500,000,000 shares of the Company’s Class A Common Stock and 50,000,000 shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 5,000,000 shares of the Company’s
preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued
and outstanding no shares of Class A Common Stock, 8,625,000 shares of Class B Common Stock (of which up to 1,125,000 shares are subject
to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock
of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


  






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


 


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


 


B.                 
Authorization; No Breach.


 


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


 


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


 


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


 


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


 






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


 


Section 3                      
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive each Closing Date) that:


 


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


 


B.                 
Authorization; No Breach.


 


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


 


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


 


C.                 
Investment Representations.


 


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


 


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


 


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


 


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


 


(v)               
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the


Securities involves a high degree of risk and it has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition
of the Securities.


 






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


 


(vii)            
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and
Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted
pursuant to the Securities Act will not be available for resale transactions of Securities prior to a Business Combination and may not
be available for resale transactions of Securities after a Business Combination.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section 6                      
Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature page follows]


 






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


 


	 	COMPANY:
	 	 
	 	MOTIVE CAPITAL CORP II
	 	 
	 	By:	 /s/ Rob Heyvaert
	 	Name:	Rob Heyvaert
	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	MOTIVE CAPITAL FUNDS SPONSOR II, LLC
	 	 
	 	By:	Motive Partners GP, LLC, its manager
	 	 
	 	By:	/s/ Rob Heyvaert
	 	Name:	Rob Heyvaert
	 	Title:	Managing Partner



 






     


     


    

 


EXHIBIT A


 


Warrant Agreement


 


Dated December 6, 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated December 6, 2021, is by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent”).


 


WHEREAS, it is proposed that the Company enter
into that certain Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”),
with Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to
which the Sponsor will purchase an aggregate of 10,666,667 warrants (or up to 11,866,667 warrants if the underwriters in the Public Offering
(defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering (and
the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the
holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;
and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor
or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company
funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private
Placement Warrants at a price of $1.50 per Private Placement Warrant; and


 


WHEREAS, in connection with the consummation of
the Offering (as defined below), the Company will enter into that certain Forward Purchase Agreement (the “Forward Purchase Agreement”)
with MCF2 Sponsor II Aggregator, LLC, a Delaware limited liability company (the “Forward Purchase Investor”) pursuant
to which the Forward Purchase Investor will be issued warrants bearing the legend set forth in Exhibit C hereto (the “Forward
Purchase Warrants”) in a private placement transaction to occur concurrently with the closing of the Company’s initial
Business Combination (as defined below); and


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary
Share and one-third of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined
to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000 redeemable warrants subject to the Over-allotment
Option) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants
and the Forward Purchase Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one
Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50 per share, subject
to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any
fraction of a Warrant; and


 


WHEREAS, pursuant to the terms of the Private Placement
Warrants Purchase Agreement, the Sponsor may purchase up to 2,300,000 additional Private Placement Warrants at a purchase price of $1.50
per Private Placement Warrant; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) registration statement on Form S-1, File No. 333-261084 (the “Registration
Statement”), and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933,
as amended (the “Securities Act”), of the Units, the Public Warrants, the Ordinary Shares included in the Units and
the Ordinary Shares underlying the Public Warrants; 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 initially be issued in registered form only. Physical certificates, if issued, shall
be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.


 


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


 


2.3           
Registration.


 


2.3.1          
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, 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 institutions that have accounts with
the Depository (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 or upon the
order of the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 


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 the 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


     


    

 


2.4          
 Detachability of Warrants. The Ordinary Shares and the 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 UBS Securities
LLC and J.P. Morgan Securities LLC the (“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 then received
by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company
issues a press release announcing when such separate trading shall begin.


 


2.5            
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised
of one Ordinary Share and one-third of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder.


 


2.6           
Private Placement Warrants; Forward Purchase Warrants.


 


2.6.1          
The Private Placement Warrants shall be identical to the Public Warrants except that the Private Placement Warrants: (i) may be
exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1 hereof, (ii) including the Ordinary Shares
issuable upon their exercise, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an
initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall be entitled
to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares
issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


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


 


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


 


(c)                
in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 any forward purchase agreement or similar arrangement or in connection with
the consummation of the Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares,
as applicable, were originally purchased;


 


(f)                 
by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor;


 


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


 


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


 






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2.6.2          
The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.


 


3.             
Terms and Exercise of Warrants.


 


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


 


3.2           
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
thirty (30) days after the consummation by the Company of a Business Combination and terminating at 5:00 p.m., New York City time on the
earlier to occur of (i) five (5) years from the consummation of a Business Combination, (ii) for Warrants subject to redemption, the Redemption
Date (as defined below), and (iii) the liquidation of the Company in accordance with the Company’s amended and restated memorandum
and articles of association, as amended from time to time, if the Company fails to complete a Business Combination (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being
available. Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth
in Section 6 hereof), each Warrant (other than a Private Placement Warrant) not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time
on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided
that the Company shall provide at least 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 applied consistently to all of 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 surrendering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Warrant represented by a Book-Entry 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”)
any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of
the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares
and the issuance of such Ordinary Shares, as follows:


 


(a)                
in lawful money of the United States, by certified check, good bank draft or wire payable to the order of the Warrant Agent;


 






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(b)               
 in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders
of 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
difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for
purposes of this subsection 3.3.1(b), the “Fair Market Value” shall mean the average closing price of the Ordinary
Shares for the ten (10) trading days immediately following the date on which the notice of redemption is sent to holders of the Warrants
pursuant to Section 6 hereof;


 


(c)                
in the event the registration statement required by Section 7.4.1 hereof is not effective and current within sixty (60) Business
Days after the closing of a Business Combination, or in the event the Company has chosen to require holders of Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 7.4.2 hereof, exercise such Warrant on a “cashless
basis” by surrendering such 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 difference between the Warrant Price and the “Fair Market
Value” by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average closing price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior
to the date on which the notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d)               
with respect to any Private Placement Warrant, exercise such Private Placement Warrant 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 “Sponsor Exercise Fair Market Value” (as defined in this subsection
3.3.1(d)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(d),
the “Sponsor Exercise Fair Market Value” shall mean the average closing price of the Ordinary Shares for the ten (10) trading
days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the
Warrant Agent.


 


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


 


3.3.3          
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4           Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued and
who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of
such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of
the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the share transfer books 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 lower amount specified by such holder) (the “Maximum Percentage”) of the Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its
affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation
on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of
this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder
may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer
agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason
at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and
in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder
of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


 


4.             
Adjustments.


 


4.1               
Share Capitalizations.


 


4.1.1          
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued
and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary
Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of
Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary
Shares. A rights offering to all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the
number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the
price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price
payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of
the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary
Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary
Shares shall be issued at less than their par value.


 






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4.1.2          
 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially
all of the holders of Ordinary Shares a dividend or makes a distribution in cash, securities or other assets on account of such Ordinary
Shares (or other shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed
initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time (i) to modify
the substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial Business
Combination or the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete its initial
Business Combination within the time period required by the Company’s Amended and Restated Memorandum and Articles of Association,
as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity, (e) 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 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 Company’s board of directors (the “Board”), in good faith) of any securities or other assets
paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash
Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of
all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration
of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of
the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant).


 


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


 


4.3           
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number
of Ordinary Shares so purchasable immediately thereafter.


 


4.4            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such
Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in
Ordinary Shares covered by subsection 4.1.1, Section 4.2 or Section 4.3, then such adjustment shall be made
pursuant to such provision and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant
Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






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4.5           
Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues
additional Ordinary Shares or equity-linked securities, other than for the Forward Purchase Warrants and the Class A ordinary shares to
be issued pursuant to the Forward Purchase Agreement, at an issue price or effective issue price of less than $9.20 per share (with such
issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such
issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class
B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Offering and held
by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c)
the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the Redemption Trigger Price (as
defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued
Price. Solely for purposes of this Section 4.5, the “Market Value” shall mean the volume weighted average trading price
of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of
the Business Combination.


 


4.6           
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.9, then, in any such event, the
Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.


 


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


 


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


 


4.9           
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of 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. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10          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 Class B Ordinary Shares into Ordinary Shares or the conversion of Class B Ordinary Shares into
Ordinary Shares, in each case, pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, as
amended from time to time.


 






    8


     


    

 


5.             
Transfer and Exchange of Warrants.


 


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


 


5.2           
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry 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), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


5.6           
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on or 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 during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price
of $0.01 per Warrant (“Redemption Price”), provided that the closing price of the Ordinary Shares equals or
exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger
Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants
become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided that
there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a
current prospectus relating thereto, available throughout the 30 Day Redemption Period (as defined 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.


 






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6.2           
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants that are subject
to redemption pursuant to Section 6.1, 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 Public Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 3 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 the Company determines to require all holders of Public Warrants
to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants subject to redemption shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4           
Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof
shall not apply to the Private Placement Warrants.


 


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 after the closing of its initial Business Combination,
but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its
commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement or a new
registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants, and it shall use its commercially reasonable efforts to take such action as is necessary to register or qualify for sale,
in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then
reside, the Ordinary Shares issuable upon the exercise of the Warrants, to the extent an exemption is not available. The Company
shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th)
Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period
beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration
statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an
effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis” as determined in accordance with subsection 3.3.1. 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 Section
7.4 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be
freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of 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.


 






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7.4.2          
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant
not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy 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 3.3.1(c) 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 (pursuant to the preceding sentence) 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 commercially reasonable efforts
to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the
extent an exemption is not available.


 


8.             
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2           
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 






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


 


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


 


8.3           
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4           
Liability of Warrant Agent.


 


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


 


8.4.2          
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3          
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to
this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 


8.5           
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of the Warrants.


 


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


 






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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:


 


Motive Capital Corp II

7 World Trade Center

250 Greenwich Street, FL 47

New York, NY 10007

Attention: Kristy Trieste


 


with a copy to:


 


Gibson, Dunn & Crutcher LLP

811 Main St. Suite 3000


Houston, TX 77002

Attention: Gerald M. Spedale


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


9.3           
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


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


 






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


 


9.5           
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 


9.8           
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the
Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein,
or (ii) 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 rights of the Registered Holders under this Agreement.
All other modifications or amendments, shall require the vote or written consent of Company and the Registered Holders of at least 50%
of the then-outstanding Public Warrants (including, for these purposes, the Holders of then-outstanding Forward Purchase Warrants). Notwithstanding
the foregoing, (a) any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the
Private Placement Warrants shall only require the consent of the Company and the holders of at least 50% of the then-outstanding Private
Placement Warrants, (b) any amendment to the terms of the Forward Purchase Warrants or any provision of this Agreement with respect to
the Forward Purchase Warrants shall only require the consent of the Company and the holders of at least 50% of the then-outstanding Forward
Purchase Warrants and (c) 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.


 






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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.


 


	 	MOTIVE CAPITAL CORP II
	 	 
	 	By:	 /s/ Rob Heyvaert
	 	Name:	Rob Heyvaert
	 	Title:	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 /s/ Erika Yang
	 	Name:	 Erika Yang
	 	Title:	Vice President




 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


[FACE]


Number


Warrants


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Motive Capital Corp II

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G6293R 114


 


Warrant Certificate


 


This Warrant Certificate certifies that [ ], or
registered assigns, is the registered holder of [ ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase
Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Motive Capital Corp II, a Cayman Islands exempted company
(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred
to below, to receive from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise
price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and
payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them
in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


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


 


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


 


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.


 


	 	MOTIVE CAPITAL CORP II
	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 



 






    1


     


    

 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 




 






    2


     


    

 


[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 December 6, 2021 (the “Warrant Agreement”), duly executed and delivered
by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants.
A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 Motive Capital Corp II (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 is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1 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 of the Warrant Agreement.


 


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


 


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


 


[Signature Page Follows]


 






    4


     


    

 


Date: [ ], 20


 


	 	 
	(Signature)	 
	 	 
	(Address)	 
	 	 
	(Tax Identification Number)	 
	 	 
	Signature Guaranteed:	 




 


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


 






    5


     


    

 


EXHIBIT B


 


PRIVATE PLACEMENT WARRANTS 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 MOTIVE CAPITAL CORP II (THE “COMPANY”), MOTIVE CAPITAL FUNDS SPONSOR II, 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 THE RECITALS OF THE WARRANT AGREEMENT, BY AND BETWEEN THE
COMPANY AND CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, AS WARRANT AGENT) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2
OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


NO. [ ] WARRANT


 






     


     


    

 


EXHIBIT C


 


FORWARD PURCHASE WARRANTS LEGEND


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.


 


NO. [ ] WARRANT









 






     


     


    

 


EXHIBIT B


 


Registration and Shareholder Rights Agreement


 


THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
(this “Agreement”), dated as of December 6, 2021, is made and entered into by and among Motive Capital Corp II, a Cayman Islands
exempted company (the “Company”), Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Sponsor”),
and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party,
together with the Sponsor and, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Sponsor currently owns 8,525,000 shares
of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);


 


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


 


WHEREAS, on December 6, 2021, the Company and the
Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 10,666,667
warrants (or up to 11,866,667 warrants if the Underwriters’ (as defined below) option to purchase additional units in connection
with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement
transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


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


 


WHEREAS, pursuant to the terms of the Private Placement
Warrants Purchase Agreement, the Sponsor may purchase up to 2,300,000 additional Private Placement Warrants at a purchase price of $1.50
per Private Placement Warrant; and


 


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


 


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


 


Article
1

DEFINITIONS


 


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


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Nominee” is defined in Section 6.1.


 


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


 


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


 


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


 






    2


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    3


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article
2

REGISTRATIONS


 


2.1               
Demand Registration.


 


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


 






    4


     


    

 


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


 


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


 


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


 


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


 






    5


     


    

 


2.2               
Piggyback Registration.


 


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


 


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


 


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


 






    6


     


    

 


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


 


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


 


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


 


2.3               
Shelf Registrations.


 


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


 






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


 


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


 


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


 


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


 






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


 


Article
3

COMPANY PROCEDURES


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Article
4


INDEMNIFICATION AND CONTRIBUTION


 


4.1               
Indemnification.


 


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


 


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


 


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


 


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


 






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


 


Article
5

SHAREHOLDER RIGHTS


 


5.1               
Subject to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company
consummates a Business Combination and for so long as the Sponsor holds any Registrable Securities:


 


5.1.1          
The Sponsor shall have the right, but not the obligation, to designate three individuals to be appointed or nominated, as
the case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company
on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board, as applicable, for
inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.


 


5.1.2          
The Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including,
without limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so
that there are three Sponsor Directors serving on the Board at all times.


 


5.1.3          
The Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary
to ensure that: (i) each Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election
of Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting
proxies for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every
adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company or the Board
with respect to the election of members of the Board.


 


5.1.4          
If a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or
for any other reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law,
within its control such that such vacancy shall be filled with such successor Nominee.


 






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5.1.5          
 If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee
or for any other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and
desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending
such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly
as practicable following such designation.


 


5.1.6          
As promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification
agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable,
documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of
the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.


 


5.1.7          
The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by
the Board to be reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain
such coverage with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason,
the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage
for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event.


 


5.1.8          
For so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or repeal any
right to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent
consistent with applicable law, whether such right is contained in the Company’s amended and restated memorandum and articles of
association, each as amended, or another document (except to the extent such amendment or alteration permits the Company to provide broader
indemnification or exculpation rights on a retroactive basis than permitted prior thereto).


 


5.1.9          
Each Nominee may, but does not need to qualify as “independent” pursuant to listing standards of the New York
Stock Exchange (or such other national securities exchange upon which the Company’s securities are then listed).


 


5.1.10       
Any Nominee will be subject to the Company’s customary due diligence process, including its review of a completed
questionnaire and a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good
faith, and (b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or
is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was
the subject of any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction,
permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in
any type of business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection
with any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than
60 days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such
activity, (iv) such proposed director was found by a court of competent jurisdiction in a civil action or by the Commission to have
violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently
reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any federal or state judicial or
administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal
or state securities laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of
the foregoing clauses (i) through (v) and reasonably objects to the identified director, Sponsor shall be entitled to propose
a different nominee to the Board within 30 calendar days of the Company’s notice to Sponsor of its objection to the Nominee and
such replacement Nominee shall be subject to the review process outlined above.


 


5.1.11        The
Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected to
the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable,
shall have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or
committee thereof) of each subsidiary of the Company.


 






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Article
6

MISCELLANEOUS


 


6.1               
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the
United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic
mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described
above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following
the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time
as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the
Company, to: 7 World Trade Center, 250 Greenwich Street, Floor 47, New York, New York 10007, Attention: Kristy Trieste with a copy to:
Gibson, Dunn & Crutcher LLP, 811 Main St., Suite 3000, Houston, Texas 77002, Attention: Gerald M. Spedale, and, if to any Holder,
at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address
for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2               
Assignment; No Third Party Beneficiaries.


 


6.2.1          
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


6.2.2          
Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be,
no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.


 


6.2.3          
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and
its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4          
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly
set forth in this Agreement and Section 6.2 hereof.


 


6.2.5          
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or
obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 6.2 shall be null and void.


 


6.3               
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 that is valid and enforceable.


 


6.4               
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 






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6.5               
 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties,
whether oral or written.


 


6.6               
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS OF SUCH JURISDICTION.


 


6.7               
WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING
TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.


 


6.8               
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares
of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


6.9               
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.


 


6.10            
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the
right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party,
and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed
a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 


6.11            
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether
for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


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


 


6.13            
Term. This Agreement shall terminate upon the earlier of(i) the tenth anniversary of the date of this Agreement
and (ii) the date as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV
shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






    16


     


    

 


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


 


	 	COMPANY:
	 	 
	 	MOTIVE CAPITAL CORP II
	 	 
	 	By:	 /s/ Rob Heyvaert
	 	Name:	Rob Heyvaert
	 	Title:	Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	MOTIVE CAPITAL FUNDS SPONSOR II, LLC
	 	 
	 	By:	Motive Partners GP, LLC, its manager
	 	 
	 	By:	/s/ Rob Heyvaert
	 	Name:	Rob Heyvaert
	 	Title:	Managing Partner






 


[Signature Page to Registration and Shareholder Rights Agreement]