Redemption at the Option of the Partnership. AOLTIP Units will not be redeemable at the option of the Partnership; provided, however, that the foregoing shall not prohibit the Partnership from repurchasing AOLTIP Units from the holder thereof if and to the extent such holder agrees to sell such units.

Redemption at the Option of the Partnership. LTIP Units will not be redeemable at the option of the Partnership; provided, however, that the foregoing shall not prohibit the Partnership from # repurchasing LTIP Units from the holder thereof if and to the extent such holder agrees to sell such LTIP Units or # converting LTIP Units pursuant to [Section 1.8] above.

Conversion at the Option of the Payee. On the Maturity Date, at the option of the Payee, all or a portion of any unpaid and outstanding principal balance of this Note, subject to this paragraph 2, may be convertible into one or more redeemable warrants (the “Working Capital Warrants”), with each $1.50 of unpaid and outstanding principal balance of this Note being convertible into one Working Capital Warrant (a “Conversion”). Each Working Capital Warrant, when and if issued, will entitle the Payee to purchase one Class A ordinary share of the Maker, par value $0.0001 per share (each, an “Ordinary Share”), at an exercise price of $11.50 per Ordinary Share, subject to adjustment, and will otherwise have the terms set forth in that certain Warrant Agreement, substantially in the form of [Exhibit B] hereto, entered into by the Maker and Continental Stock Transfer & Trust Company on February 12, 2021, the date (the “IPO Closing Date”) of the consummation of the Maker’s initial public offering of the Maker’s units (the “IPO”). The Payee acknowledges and agrees that the Working Capital Warrants, when and if issued, will be subject to the terms of a letter agreement, substantially in the form of [Exhibit C] hereto, entered into on the IPO Closing Date in connection with the IPO among the Maker, the Payee and certain other parties thereto. In no event shall more than 1,333,333 Working Capital Warrants be issued in the aggregate as a result of one or more Conversions.

The Payee, acknowledging that the Owners are entering into this Agreement in reliance thereon, hereby makes the representations and warranties to the Owners as set out in [Schedule C].

Conversion at the Option of the Payee. At any time and from time to time, at the option of the Payee, all or a portion of any unpaid and outstanding principal balance of this Note, subject to this paragraph 2, may be convertible into one or more redeemable warrants (the “Working Capital Warrants”), with each $1.50 of unpaid and outstanding principal balance of this Note being convertible into one Working Capital Warrant (a “Conversion”). Each Working Capital Warrant, when and if issued, will entitle the Payee to purchase one Class A ordinary share of the Maker, par value $0.0001 per share (each, an “Ordinary Share”), at an exercise price of $11.50 per Ordinary Share, subject to adjustment, and will otherwise have the terms set forth in that certain Warrant Agreement, substantially in the form of [Exhibit B] hereto, entered into by the Maker and Continental Stock Transfer & Trust Company on February 12, 2021, the date (the “IPO Closing Date”) of the consummation of the Maker’s initial public offering of the Maker’s units (the “IPO”). The Payee acknowledges and agrees that the Working Capital Warrants, when and if issued, will be subject to the terms of a letter agreement, substantially in the form of [Exhibit C] hereto, entered into on the IPO Closing Date in connection with the IPO among the Maker, the Payee and certain other parties thereto. In no event shall more than 1,333,333 Working Capital Warrants be issued in the aggregate as a result of one or more Conversions.

LTIP Units will not be redeemable at the option of the Partnership; provided, however, that the foregoing shall not prohibit the Partnership from # repurchasing LTIP Units from the holder thereof if and to the extent such holder agrees to sell such LTIP Units or # from exercising its LTIP Unit Forced Conversion right.

Exercising the Option. You will not be allowed to exercise this Option unless you make arrangements acceptable to the Company to pay any withholding of Tax-Related Items.

Conversion at the Option of the Payee. At any time and from time to time, at the option of the Payee, all or a portion of any unpaid and outstanding principal balance of this Note, subject to this paragraph 2, may be convertible into one or more redeemable warrants (the “Working Capital Warrants”), with each $1.50 of unpaid and outstanding principal balance of this Note being convertible into one Working Capital Warrant (a “Conversion”). Each Working Capital Warrant, when and if issued, will entitle the Payee to purchase one Class A ordinary share of the Maker, par value $0.0001 per share (each, an “Ordinary Share”), at an exercise price of $11.50 per Ordinary Share, subject to adjustment, and will otherwise have the terms set forth in that certain Warrant Agreement, substantially in the form of [Exhibit B] hereto, entered into by the Maker and Continental Stock Transfer & Trust Company on February 12, 2021, the date (the “IPO Closing Date”) of the consummation of the Maker’s initial public offering of the Maker’s units (the “IPO”). The Payee acknowledges and agrees that the Working Capital Warrants, when and if issued, will be subject to the terms of a letter agreement, substantially in the form of [Exhibit C] hereto, entered into on the IPO Closing Date in connection with the IPO among the Maker, the Payee and certain other parties thereto. In no event shall more than 1,333,333 Working Capital Warrants be issued in the aggregate as a result of one or more Conversions.

The Company will deliver to Purchaser, in a denomination equal to the Purchase Price, a Debenture duly executed by the Company; and

the Company shall deliver to the Purchaser the Acquired Shares in book-entry form; and