Common use of Non-Redemption Clause in Contracts

Non-Redemption. The Holder hereby agrees either not to request redemption in connection with the Extension or to reverse any previously submitted redemption demand in connection with the Extension with respect to the aggregate number of Class A Ordinary Shares set forth on Exhibit A hereto (the “Non-Redeemed Shares”) it holds; provided that in no event w▇▇▇ ▇▇▇▇▇▇ be required to hold a number of Class A Ordinary Shares representing in excess of 9.9% of the total number of Class A Ordinary Shares of the Company outstanding following the effectuation of the Extension Proposal (the “Ownership Limitation”) and the number of Non-Redeemed Shares shall be accordingly decreased. In the event that H▇▇▇▇▇ holds less than the number of Non-Redeemed Shares as set forth on Exhibit A hereto to comply with the Ownership Limitation, the number of Class A Ordinary Shares issuable to Holder under Section 2 herein shall be proportionately reduced. The Non-Redeemed Shares held by the Holder shall not be subject to any transfer restrictions other than with respect to this Section 1, and the Holder shall have no obligation to hold any Class A Ordinary Shares (including the Non-Redeemed Shares) following the date of the Meeting. Nothing in this Agreement is intended to restrict or prohibit the Holder’s ability to redeem any Class A Ordinary Shares other than the Non-Redeemed Shares. The Company shall provide the Holder with the final number of Class A Ordinary Shares prior to the Extension, no later than 9:00 AM Eastern Time on the date of the Meeting (or such earlier time as necessary to allow Holder the reasonable opportunity to redeem additional shares or reverse any previously submitted redemption demand in connection with the Extension).

Non-Redemption. (a) The Holder irrevocably and unconditionally hereby agrees to either not to request redemption in connection with the Extension or to reverse any previously submitted redemption demand in connection with any vote of the Extension stockholders of the Company in connection with which the Holder would otherwise have been entitled to redeem the Non-Redeemed Shares (as defined below) (including, without limitation, any proposal to extend the time the Company has to consummate an initial business combination, and in connection with the approval of the Business Combination) with respect to: (i) [•] Public Shares held by the Holder as of the date of this Agreement (the “Existing Shares”); and (ii) up to [•] Public Shares (the “Acquired Share Cap” and, the Acquired Share Cap together with the Existing Shares, the “Non-Redeemed Share Cap”) that the Holder may acquire on or prior to the aggregate date that is 30 calendar days from the date of this Agreement (the “Acquisition Deadline”), (the Existing Shares, together with the number of Class A Ordinary Public Shares set forth the Holder actually acquires on Exhibit A hereto (or before the Acquisition Deadline up to the Acquired Share Cap, the “Non-Redeemed Shares”). (b) it holds; provided that Upon the written request of the Holder, the Acquisition Deadline specified in no event w▇▇▇ ▇▇▇▇▇▇ Section 1(a)(ii) hereof may be required extended with the written consent of the Company, which consent may be withheld in the Company’s sole and absolute discretion. (c) Within two (2) business days of the Acquisition Deadline (as such date may be extended with the written consent of the Company pursuant to hold a number of Class A Ordinary Shares representing in excess of 9.9% Section 1(b) hereof) the Holder hereby agrees to provide written notice to the Company: (i) of the total number of Class A Ordinary Shares of the Company outstanding following the effectuation of the Extension Proposal (the “Ownership Limitation”) and the number of Non-Redeemed Shares shall be accordingly decreased. In it has acquired pursuant to 1(a)(ii); (ii) of the event that H▇▇▇▇▇ holds less than the total number of Non-Redeemed Shares it held as set forth of the Acquisition Deadline; (iii) attaching evidence or proof of ownership of such Non-Redeemed shares in a form reasonably satisfactory to the Company; and (iv) representing to the Company that no acquisition of Non-Redeemed Shares pursuant to 1(a)(ii) was made for a price of greater than $10.22 per Public Share. (d) Subject to Section 1(f) hereof, the Holder further irrevocably and unconditionally hereby agrees to hold the Non-Redeemed Shares until the earlier of: (i) the business day following the meeting of the stockholders of the Company at which the stockholders vote on Exhibit A hereto and approve the consummation of the Business Combination; and (ii) the Expiration Date (such earliest date, the “Non—Redemption End Date”). (e) For the avoidance of doubt, except as provided in Section 1(f) hereof, the restrictions contained in this Section 1 and elsewhere in this Agreement do not apply to: (i) any Public Shares held by the Holder that are, or otherwise become, subject to comply the Separate Agreement by and between the Holder and the Company; and (ii) any additional Public Shares acquired by the Holder either in excess of the Non-Redeemed Share Cap or by the Holder after the Acquisition Deadline (as such date may be extended with the Ownership Limitationwritten consent of the Company pursuant to Section 1(b) hereof). (f) Notwithstanding the foregoing or anything to the contrary herein: (i) the Holder may transfer all or a portion of the Non-Redeemed Shares to another holder of shares of the Company’s Class A common stock (a “Second Holder”) which are subject to an agreement with the Company on materially the same terms as this Agreement (and, in any event, on terms no more favorable to such holder) (the number “Comparable NRA”), provided that such transferred Non-Redeemed Shares will be subject to the terms of the Comparable NRA; and (ii) the Holder acknowledges that any receipt of a transfer of shares of Class A Ordinary Shares issuable common stock which is the subject of a Comparable NRA from a Second Holder will be subject to the restrictions, terms and conditions of this Agreement as if such shares of Class A common stock received from such Second Holder under Section 2 herein shall be proportionately reduced. The were Non-Redeemed Shares held by the Holder shall not be subject to any transfer restrictions other than with respect to this Section 1, and the Holder shall have no obligation to hold any Class A Ordinary Shares (including the Non-Redeemed Shares) following as of the date of the Meeting. Nothing this Agreement, provided in this Agreement is intended to restrict or prohibit the Holder’s ability to redeem any Class A Ordinary Shares other than the Non-Redeemed Shares. The Company shall provide each case, that the Holder with notifies the final number Company within two (2) business days of Class A Ordinary Shares prior such transfer to the Extension, no later than 9:00 AM Eastern Time on the date of the Meeting (or such earlier time as necessary to allow Holder the reasonable opportunity to redeem additional shares or reverse any previously submitted redemption demand in connection with the Extension)from a Second Holder.

Non-Redemption. (a) The Holder irrevocably and unconditionally hereby agrees to either not to request redemption in connection with the Extension or to reverse any previously submitted redemption demand in connection with the Extension with respect to the an aggregate number of Class A Ordinary [•] Public Shares set forth on Exhibit A hereto (the “Non-Redeemed Shares”) it holds; provided that holds in no event w▇▇▇ ▇▇▇▇▇▇ be required to hold a number of Class A Ordinary Shares representing in excess of 9.9% connection with any vote of the total number of Class A Ordinary Shares stockholders of the Company outstanding following in connection with which the effectuation of Holder would otherwise have been entitled to redeem the Extension Proposal (the “Ownership Limitation”) and the number of Non-Redeemed Shares shall be accordingly decreased. In (including, without limitation, any vote on the event that H▇▇▇▇▇ holds less than Extension Proposal, any further proposal to extend the number time the Company has to consummate an initial business combination, and in connection with the approval of the Business Combination). (b) Subject to Section 1(d) hereof, the Holder further irrevocably and unconditionally hereby agrees to hold the Non-Redeemed Shares until the business day following the meeting of the stockholders of the Company at which the stockholders vote on and approve the consummation of Business Combination (the “Non—Redemption End Date”). (c) For the avoidance of doubt, except as set forth on Exhibit provided in Section 1(d) hereof, the restrictions contained in this Section 1 and elsewhere in this Agreement do not apply to any additional Public Shares acquired by the Holder after the date of this Agreement. (d) Notwithstanding the foregoing or anything to the contrary herein: (i) the Holder may transfer all or a portion of the Non-Redeemed Shares to another holder of shares of the Company’s Class A hereto common stock (a “Second Holder”) which are subject to comply an agreement with the Ownership LimitationCompany on materially the same terms as this Agreement (and, in any event, on terms no more favorable to such holder) (the number “Comparable NRA”), provided that such transferred Non-Redeemed Shares will be subject to the terms of the Comparable NRA; and (ii) the Holder acknowledges that any receipt of a transfer of shares of Class A Ordinary Shares issuable common stock which is the subject of a Comparable NRA from a Second Holder will be subject to the restrictions, terms and conditions of this Agreement as if such shares of Class A common stock received from such Second Holder under Section 2 herein shall be proportionately reduced. The were Non-Redeemed Shares held by the Holder shall not be subject to any transfer restrictions other than with respect to this Section 1, and the Holder shall have no obligation to hold any Class A Ordinary Shares (including the Non-Redeemed Shares) following as of the date of the Meeting. Nothing this Agreement, provided in this Agreement is intended to restrict or prohibit the Holder’s ability to redeem any Class A Ordinary Shares other than the Non-Redeemed Shares. The Company shall provide each case, that the Holder with notifies the final number Company within two (2) business days of Class A Ordinary Shares prior such transfer to the Extension, no later than 9:00 AM Eastern Time on the date of the Meeting (or such earlier time as necessary to allow Holder the reasonable opportunity to redeem additional shares or reverse any previously submitted redemption demand in connection with the Extension)from a Second Holder.

Non-Redemption. The Holder hereby agrees either not to request redemption in connection with the Extension or to reverse any previously submitted redemption demand in connection with the Extension Extension, with respect to the aggregate number of Class A Ordinary Shares held by the Holder as set forth on Exhibit A hereto (the “Non-Redeemed Shares”) it holds); provided that in no event w▇▇▇ ▇▇▇▇▇▇ be required to hold a number of Class A Ordinary Shares representing in excess of 9.9% of the total number of Class A Ordinary Shares of the Company outstanding following the effectuation of the Extension Proposal (Proposal. The Holder hereby agrees to furnish proofs satisfactory to the “Ownership Limitation”) and the number Company demonstrating ownership of Non-Redeemed Shares shall be accordingly decreased. In the event that H▇▇▇▇▇ holds less than the number of Non-Redeemed Shares as set forth on Exhibit A hereto to comply in connection with the Ownership Limitation, the number of Class A Ordinary Shares issuable to Holder under Section 2 herein shall be proportionately reducedExtension. The Non-Redeemed Shares held by the Holder shall not be subject to any transfer restrictions other than with respect to this Section 1, and the Holder shall have no obligation to hold any Class A Ordinary Shares (including the Non-Redeemed Shares) following the date of the Meeting. Nothing in this Agreement is intended to restrict or prohibit the Holder’s ability to redeem any Class A Ordinary Shares other than the Non-Redeemed SharesShares in connection with the Meeting. The Company shall provide the Holder with the final number of Class A Ordinary Shares prior to the Extension, no later than 9:00 AM Eastern Time on the date of day prior to the Meeting (or such earlier time as necessary to allow Holder the reasonable opportunity to redeem additional shares or reverse any previously submitted redemption demand in connection with the Extension).