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.

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.

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.

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.

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.

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.

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

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].

Exercising the Option. Participant acknowledges that, regardless of any action taken by the Company or a Parent or Subsidiary or Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.