Common use of Introductory Clause in Contracts

Introductory. AEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Horizon Pharma, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any underwriters named in Schedule A (the “Option SecuritiesUnderwriters”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 ) an aggregate of this agreement (this “Agreement”). Each Unit consists [ ] shares of one of the Company’s Class A ordinary sharesits common stock, par value $0.0001 per share (the “Ordinary Shares). The [ ] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] Shares as provided in Section 2. The additional [ ] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”), ▇▇▇▇▇ and one-half Company, LLC (“Cowen”) and JMP Securities LLC (“JMP”) have agreed to act as representatives of one redeemable warrantthe several Underwriters (in such capacity, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)Representatives”)) in connection with the offering and sale of the Offered Shares. The Ordinary Shares Company has prepared and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) on a Current Report registration statement on Form 8S-1 (File No. 333-K or similar 168504), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheet, pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and (c) from and after the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation date and time of filing of the UnitsRule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus dated [ ], 2011 describing the Offered Shares and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other preliminary prospectus that describes the Offered Shares and the offering thereof and is used prior to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion filing of the Company’s initial Business Combination Prospectus (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; providedis called a “preliminary prospectus.” The prospectus, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.form

Introductory. AEA-Bridges Impact Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 25,000,000 units of the Company (said units the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “AgreementOffering”). Each Unit consists of one Class A ordinary share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesShare”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder thereof to purchase one Ordinary Share (the “Warrant(s)Public Warrants”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representative”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representative, to issue and sell to the several Underwriters 40,000,000 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”).” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and oneone right to receive one twenty-half fifth (1/25) of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,250,000 (or 1,437,500 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the Company’s holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and twelve (12) months from the date distribution of Distributable Shares will occur substantially concurrently with the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or Liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, a Warrant may will not be exercised for a fractional shareseparately transferable, so that only whole Warrants may assignable or saleable, and will not be exercised at evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated effective as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Rights Agreement, to be dated effective as of the Closing Date (the “Warrant Rights Agreement”), with respect to dated as of the Warrants and the Private Placement Warrants with CST, as warrant agentdate hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Rights, Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated July 31, 2020 2024 (the “Founder’s Purchase Securities Subscription Agreement”), with AEA-Bridges Impact Sponsor LLCthe Sponsor, a Delaware limited liability company (in substantially the “Sponsor”)form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 11,500,000 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 937,500 of the Founder Shares are subject to forfeiture depending on to the extent to which the Underwriters’ Underwriters do not exercise their over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercisedoption. The Founder Shares are substantially similar to the Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Private Placement Units Purchase Agreement”), with the Sponsor, Sponsor in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants 200,000 private placement units (or up to 12,200,000 warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $1.00 10.00 per warrantunit, for an aggregate purchase price of $2,000,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each warrant entitling the holder, upon exercise, to purchase Private Placement Unit is one Ordinary Share for $11.50 per share(each, subject to adjustment (the a “Private Placement WarrantsShare”). The ) and one right entitling the holder thereof to receive one twenty-fifth (1/25) of one Ordinary Share (each, a “Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Founder Shares (including any Ordinary Shares underlying or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and warrants certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreemententered into an Administrative Services Agreement, to be dated as of the Closing Date date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Insider LetterAdministration Services Agreement”), by pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and among administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nomineesnominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Bright Lights Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters listed on Schedule A hereto (the “UnitsUnderwriters”) an aggregate of 20,000,000 units of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and Moelis & Company LLC (“Moelis”) have agreed to act as the representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)shall mean you, as Underwriters. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters listed on Schedule A hereto (the “UnitsUnderwriters”) an aggregate of 20,000,000 units of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “AgreementOffering”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of share for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.LF Capital Acquisition Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters listed on Schedule A hereto (the “UnitsUnderwriters”) an aggregate of 22,500,000 units of the Company (said units the “Units”). The 22,500,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless the Representatives Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustmentadjustment as described in the Prospectus, during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Landcadia Holdings III, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 50,000,000 units of the Company (said units the “Units”). The 50,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.The stockholders of TechTarget, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”)) named in Schedule B (collectively, agrees with the “Selling Stockholders”) severally, and not jointly, propose to sell to the several underwriters named in Schedule I hereto A (collectively, the “Underwriters”)) an aggregate of 5,000,000 shares of the Company’s common stock, for whom Credit Suisse Securities par value $0.001 per share (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (the “the RepresentativesShares”), to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units . The 5,000,000 Shares to be issued and sold by the Company being hereinafter Selling Stockholders are called the “Firm Securities”). The Company also proposes to grant Shares.” In addition, the Selling Stockholders have severally, and not jointly, granted to the Underwriters an option to purchase up to 6,000,000 an additional Units 750,000 Shares, with each Selling Stockholder selling up to cover over-allotmentsthe amount set forth opposite such Selling Stockholder’s name in Schedule B, if any (all as provided in Section 2. The additional 750,000 Shares to be sold by the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter Selling Stockholders pursuant to such option are collectively called the “SecuritiesOptional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”)) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary sharesshall mean you, par value $0.0001 per share (the “Ordinary Shares”)as Underwriters, and one-half of one redeemable warrantthe term “Underwriters” shall mean either the singular or the plural, where each whole warrant entitling as the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”)context requires. The Ordinary Shares Company has prepared and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) on a Current Report shelf registration statement on Form 8S-3, File No. 333-K 181187, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or similar form deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheet, pursuant to Rule 462(b) under the Securities Act in connection with the offer and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation sale of the Units, Offered Shares is called the “Rule 462(b) Registration Statement,” and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days from and after the completion date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated May 13, 2014 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement Prospectus (as defined below), together with the Base Prospectus, is called a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. “preliminary prospectus.” As used herein, the term “Business CombinationProspectus” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.the

Introductory. AEA-Bridges Impact Corp.American Capital Strategies, Ltd., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees [and [Underwriter(s)], each of them acting either as a principal or as an agent for one of its affiliates (collectively, the “Forward Sellers”)], at the request of the Company [in connection with the several underwriters “Forward Agreements” (as defined below) attached hereto as Exhibit A,] confirm their respective agreements with the Representatives (as defined below) and each of the other Underwriters named in Schedule I A attached hereto and made a part hereof (collectively, the “Underwriters”) with respect to (a) the sale by the Company [and the Forward Sellers (including the possible issuance and sale by the Company of Common Stock (as defined below) to the Underwriters pursuant to Section 12(a) hereof),] and purchase by the Underwriters, for whom Credit Suisse Securities acting severally and not jointly, of their respective portions of _________ shares of Common Stock, [including the Borrowed Shares (USAas defined below)] (the “Firm Shares”) LLC and Citigroup Global Markets Inc. are acting all or any part of _________ additional shares of Common Stock (the “Option Shares”) as representatives provided in Section 3(b) hereof (the Firm Shares and Option Shares collectively being referred to as the “the RepresentativesShares”), to issue and sell to (b) the several Underwriters 40,000,000 units (“Units”) of the Company (said units to be issued and sold grant by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an of the option described in Section 3(b) hereof to purchase up to 6,000,000 additional Units all or any part of the Option Shares to cover over-allotments, if any any. “Common Stock” shall refer to the $0.01 par value per share of common stock of the Company. [“Forward Agreements” shall refer to the letter agreements, which relate to the forward sale by the Company of a number of shares of Common Stock equal to the number of shares of Common Stock to be borrowed and sold by the Forward Sellers pursuant to this Agreement (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Borrowed Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following dated the date of hereof and entered into by and between the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to following: (a) the Company’s preparation Company and [Underwriter(s)]. [Underwriter(s)] are hereafter referred to as the “Forward Counterparties.”] Of the Firm Shares, __________ shares (plus any additional shares of an audited balance sheet reflecting the receipt Common Stock issued and sold by the Company pursuant to Section 12(a) hereof), will be issued and sold to the Underwriters by the Company (the “Company Firm Shares”) [and _________ shares (subject to reduction for any shares issued and sold by the Company pursuant to Section 12(a) hereof) will be sold to the Underwriters by the Forward Sellers (the “Forward Seller Firm Shares”)]. [Underwriter(s)] have agreed to act as representatives of each of the gross proceeds several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offering (as defined below), (b) the filing of such audited balance sheet Shares. The Company has filed with the United States Securities and Exchange Commission (the “Commission”) on pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), a Current Report registration statement on Form 8-K or similar N-2 for the offer and sale of an aggregate amount of $_____________ of securities (File No. __________), which registration statement became effective on __________, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of _________, 200_, to the final prospectus dated as of ___________, relating to the Shares and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Shares set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form by in which it was filed with the Company that includes Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Basic Prospectus”; such audited balance sheetsupplement to the Basic Prospectus, and (c) in the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants form in which it will be issued upon separation of filed with the UnitsCommission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per sharethe Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to adjustmentcompletion, during used in connection with a public offering is called a “Preliminary Prospectus,” any reference to the period commencing on “most recent Preliminary Prospectus” shall be deemed to refer to the later of thirty (30) days after Preliminary Prospectus most recently filed pursuant to Rule 497 under the completion of the Company’s initial Business Combination (Securities Act as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement hereof. All references in this underwriting agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term this “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 ) to the Registration Statement, pursuant the Preliminary Prospectus, the Prospectus, or any amendments or supplements to which proceeds from the sale any of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Companyforegoing, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CSTshall include any copy thereof filed, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”)applicable, with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, Commission pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants its Electronic Data Gathering, Analysis and Retrieval System (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants▇▇▇▇▇”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), hereby confirms its agreements with the Sponsor and the other parties thereto, in substantially the form filed Underwriters as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Corp.EdtechX Holdings Acquisition Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 10,000,000 units of the Company (said units the “Units”). The 10,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 1,500,000 Units as provided in Section 2. The additional 1,500,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or LiquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Healthy Fast Food, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,000,000 Units, each Unit consisting of (i) one share of the Company’s common stock (“UnitsCommon Stock”), (ii) one Class A warrant to purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the Company “Class A Warrants”), and (said units iii) two Class B warrants, each to purchase one share of Common Stock (each a “Class B Warrant”, collectively, the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”). The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Computershare Trust Company, as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Units to be sold by the Company being hereinafter are collectively called the “Firm SecuritiesUnits”). The In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 150,000 Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Optional Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), provided in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Section 2. The Firm Securities and the Option SecuritiesUnits and, if and when issuedto the extent such option is exercised, the Optional Units are collectively called the “Units”. The Company will enter into a Warrant AgreementP▇▇▇▇▇▇ Investment Company, Inc. has agreed to be dated act as representative of the Closing Date several Underwriters (in such capacity, the “Warrant AgreementRepresentative”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent ) in connection with the issuance, registration, transfer, exchange, redemption offering and exercise sale of the Warrants and the Private Placement WarrantsUnits. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), confirms its agreement with the Sponsor, in substantially the form filed Underwriters as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Corp.Digimarc Corporation, a Cayman Islands exempted company Delaware corporation (the “"Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (“Units”the "Underwriters") an aggregate of __________ shares (the "Firm ---------- Shares") of its Common Stock, par value $0.001 per share (the "Common Shares"). In addition, the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional Units to cover over-allotments__________ Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if any (and to the “Option Securities”; extent such option is exercised, the Option SecuritiesShares are collectively called the "Shares". BancBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., together ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein offering and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one sale of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares Company has prepared and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “"Commission”") on a Current Report registration statement on Form 8S-1 (File No. 333-K 87501), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or similar form Rule 434 under the Securities Act, is called the "Registration Statement". Any registration statement filed by the Company that includes such audited balance sheetpursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and (c) from and after the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation date and time of filing of the UnitsRule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, in the form first used by the Underwriters to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion confirm sales of the Company’s initial Business Combination (as defined below) and twelve (12) months from Shares, is called the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation"Prospectus"; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”)has, with the Sponsorconsent of BancBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., in substantially elected to rely upon Rule 434 under the form filed as Exhibit 10.3 to the Registration StatementSecurities Act, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.the

Introductory. AEA-Bridges Impact Corp., Xyratex Ltd a Cayman Islands exempted Bermuda company (the “"Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA") LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units (“Units”) • of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary sharesits Common Shares, par value $0.0001 0.01 per share (the “Ordinary Shares”), "Securities") and one-half of one redeemable warrant, where each whole warrant entitling Xtx Jersey Limited ("XTX") and the holder, upon exercise, to purchase one Ordinary Share shareholders listed in Schedule A hereto (the “Warrant(s)”"Other Shareholders", and, together with XTX, the "Selling Shareholders") propose to sell an aggregate of • Securities (such • Securities being hereinafter referred to as the "Firm Securities"). The Ordinary Shares and Warrants included in Selling Shareholders also propose to sell to the Units will not trade separately until Underwriters, at the 52nd day following the date option of the Prospectus Underwriters, an aggregate of not more than • additional Securities, as set forth below (unless such • additional Securities being hereinafter referred to as the Representatives informs the Company of its decision to allow earlier separate trading"Optional Securities"), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities are herein collectively called the "Offered Securities". Upon the effectiveness of a Scheme of Arrangement (the "Scheme") which is expected to be sanctioned by the High Court of Justice of England and Wales (the "High Court") pursuant to Section 425 of the Companies ▇▇▇ ▇▇▇▇, if the Company will become the parent company of Xyratex Group Limited, a company organized under the laws of England and when issuedWales ("XGL") and its subsidiaries (together, the "Xyratex Group"). The effect of these transactions will be to complete the redomiciliation of the Xyratex Group from the United Kingdom to Bermuda. Under the Scheme, (i) all of the issued and outstanding shares of XGL will be cancelled; (ii) each holder thereof will be allotted Common Shares of the Company and (iii) XGL will issue new ordinary shares to the Company credited as fully paid. Following approval by XGL's shareholders on March 25, 2004 and hearings on April 20, 2004 and • 2004 before the High Court, the High Court issued court orders (i) sanctioning the Scheme and (ii) approving the reduction of capital of XGL (collectively, the "Court Orders"). The Scheme will become effective at such time as XGL delivers and registers the Court Orders with the Registrar of Companies in Cardiff. The transactions giving effect to the Scheme, including the delivery and registration of the Court Orders, are referred to in this Agreement as the "Redomiciliation Transactions". The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection Selling Shareholders hereby agree with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 several Underwriters named in Schedule B hereto (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding "Underwriters") as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEAZ-Bridges Impact Work Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 20,000,000 units of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”, “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representative”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representative, to issue and sell to the several Underwriters 40,000,000 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 3,000,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”).” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the Company’s holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and twelve (12) months from the date distribution of Distributable Shares will occur substantially concurrently with the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or Liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, a Warrant may will not be exercised for a fractional shareseparately transferable, so that only whole Warrants may assignable or saleable, and will not be exercised at evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated effective as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Rights Agreement, to be dated effective as of the Closing Date (the “Warrant Rights Agreement”), with respect to dated as of the Warrants and the Private Placement Warrants with CST, as warrant agentdate hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Rights, Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated July 31, 2020 2024 (the “Founder’s Purchase Securities Subscription Agreement”), with AEA-Bridges Impact Sponsor LLCthe Sponsor, a Delaware limited liability company (in substantially the “Sponsor”)form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 11,500,000 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020On October 31, our sponsor transferred 25,000 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to each 750,000 of our independent directors. Up to 1,500,000 Founder Shares which are subject to forfeiture depending on to the extent to which the Underwriters’ Underwriters do not exercise their over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercisedoption. The Founder Shares are substantially similar to the Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Private Placement Units Purchase Agreement”), with the Sponsor, Sponsor in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants 175,000 private placement units (or up to 12,200,000 warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $1.00 10.00 per warrantunit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each warrant entitling the holder, upon exercise, to purchase Private Placement Unit is one Ordinary Share for $11.50 per share(each, subject to adjustment (the a “Private Placement WarrantsShare”). The ) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Founder Shares (including any Ordinary Shares underlying or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and warrants certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreemententered into an Administrative Services Agreement, to be dated as of the Closing Date date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Insider LetterAdministration Services Agreement”), by pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and among administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nomineesnominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact General Purpose Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 20,000,000 units of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC has agreed to act as the Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), ) and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)Public Warrants”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges VPC Impact Corp.Acquisition Holdings, a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 20,000,000 units of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share (the “Public Warrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.Newmont Mining Corporation, a Cayman Islands exempted company Delaware corporation (the “"Company”"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell from time to the several Underwriters 40,000,000 units time (“Units”i) shares of common stock of the Company (said units to be issued and sold by the "Common Shares"), (ii) shares of a series of preferred stock of the Company being (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the Warrants are hereinafter called referred to as the “"Securities". The Securities are registered under the registration statement referred to in Section 2(a). Particular issuances or series of the Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex I attached hereto, for resale in accordance with the terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, the amount of Securities specified therein (the "Firm Securities”"). The In such Terms Agreement, the Company also proposes to may grant to such Underwriters, subject to the Underwriters terms and conditions set forth therein, an option to purchase up additional Securities in an amount not to 6,000,000 exceed the amount specified in such Terms Agreement (such additional Units Securities are hereinafter referred to cover over-allotments, if any (as the “"Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”"). The Ordinary Shares Firm Securities and Warrants included in the Units will not trade separately until Option Securities are hereinafter collectively referred to as the 52nd day following the date "Offered Securities". The representative or representatives of the Prospectus (unless Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation"Representatives"; provided, however, that pursuant to if the Warrant Terms Agreement (as defined below), a Warrant may does not be exercised for a fractional share, so that only whole Warrants may be exercised at specify any given time by a holder thereof. As used hereinrepresentative of the Underwriters, the term “Business Combination” "Representatives", as used in this Agreement (as described more fully other than in Section 5(c) and the Registration Statementsecond sentence of Section 3) shall mean the Underwriters. Each Common Share issued pursuant to a mergerTerms Agreement referred to in Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share exchange, asset acquisition, share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, reorganization or similar business combination with under certain circumstances, one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as one-thousandth of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale a share of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary sharesSeries A Junior Participating Preferred Stock, par value $0.0001 1.60 per share, of the Company for an aggregate purchase price of $25,000. On August 4Company, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedadjustment. The 50,000 shares held by the independent directors shall not Junior Preferred Rights are to be subject issued pursuant to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, Rights Agreement dated as of August 31, 2000, between the date hereof Company and ChaseMellon Shareholder Services LLC, as rights agent. Preferred Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the “Warrant Subscription Agreement”"Certificate of Designations"), with the Sponsor, in substantially the form filed as Exhibit 10.3 . Depositary Shares issued pursuant to the Registration Statement, Terms Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to which the Sponsor agreed Terms Agreement referred to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at Section 3 will be issued under a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment Warrant Agreement (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to "Warrant Agreement") between a bank or trust company selected by the Warrants included Company as specified in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date such Terms Agreement (the “Registration and Shareholder Rights Agreement”"Warrant Agent"), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.GE Life and Annuity Assurance Company, a Cayman Islands exempted stock life insurance company operating under a charter granted by the Commonwealth of Virginia (the “Company”), agrees in connection with the several underwriters Company’s Secured Medium-Term Notes Program (the “Institutional Program”) and the Genworth DirectNotesSM Program (the “Retail Program” and, together with the Institutional Program, the “Programs”), confirms its agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and each other institution named in Schedule I on Schedules A-1 and A-2 hereto and any institution appointed as an agent pursuant to Section 19 hereof (each, an “Agent”, and, collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesAgents”), and oneeach Co-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering Agent (as defined belowherein), (b) with respect to the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8secured medium-K or similar form by the Company that includes such audited balance sheet, term notes due between nine months and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months years from the date of issuance under the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) Programs (the “Trust AgreementNotes”) to be offered by separate and distinct special purpose common law trusts from time to time (each, a “Trust” and, collectively, the “Trusts”), with Continental Stock Transfer & each of which shall be formed in a jurisdiction located in the United States of America pursuant to a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a “Trust Company (Agreement” and, collectively, the “CSTTrust Agreements”), in each case between The Bank of New York, or another entity specified therein, as trustee (the “Trustee”), and GSS Holdings II, Inc., or another entity specified therein, as trust beneficial owner (the “Trust Beneficial Owner”). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement (the “Terms Agreement”) substantially in the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale set forth in Section C of the Private Placement Warrants pricing instrument to be executed, among others by such Trust and the applicable Agent or Agents specified therein (the “Pricing Instrument”), such Trust shall become a party hereto in relation to such series of Notes (the time of such execution and delivery referred to herein as such Trust’s “Trust Effective Time”), with all the authority, rights, powers, duties and obligations of a Trust as if originally named as a Trust hereunder. Any agreement, covenant, acknowledgment, representation or warranty made by a Trust hereunder shall be deemed to have been made by each Trust at its Trust Effective Time and at the Applicable Time (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Companysuch Trust, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agentunless another time or times are specified herein, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors case such specified time or times shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesinstead apply.

Introductory. AEA-Bridges Impact Corp.PolyMedix, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), for whom Credit Suisse Securities (USAi) LLC and Citigroup Global Markets Inc. are acting as representatives an aggregate of 25,000,000 shares of common stock, $0.001 par value (the “the RepresentativesCommon Stock”), to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units the “Firm Stock”) and (ii) Series D warrants to be issued and sold by purchase an aggregate of 12,500,000 shares of Common Stock (the Company being hereinafter called “Firm Warrants” and, together with the Firm Stock, the “Firm Securities”)) in the form attached hereto as Exhibit D. The shares of Common Stock underlying the Firm Warrants and the Optional Warrants are hereinafter referred to as the “Warrant Shares”. The Company also proposes to grant sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to 6,000,000 an additional Units to cover over-allotments, if any (i) 3,750,000 shares of Common Stock (the “Option Securities”; the Option SecuritiesOptional Stock” and, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereofStock, the “Founder SharesStock”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus ) and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed ii) Series D warrants to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price 1,875,000 shares of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Optional Warrants” and, together with the Firm Warrants, the “Warrants”). The Private Placement Optional Stock and the Optional Warrants are substantially similar referred to herein as the Warrants included in the Units“Optional Securities.” ▇▇▇▇▇ and Company, except LLC (“Cowen”) is acting as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as representative of the Closing Date (several Underwriters and in such capacity is hereinafter referred to as the “Registration and Shareholder Rights AgreementRepresentative.”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Live Oak Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 20,000,000 units of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.R▇▇▇ ▇▇ Acquisition IV Co., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” and each an “Underwriter”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 an aggregate of 10,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm SecuritiesUnits”). The Company also proposes to grant to the Underwriters an option to ) at a purchase up to 6,000,000 additional Units to cover over-allotments, if any price (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein net of discounts and not otherwise defined are defined in Section 23 commissions) of this agreement (this “Agreement”)$9.80 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Ordinary Firm Shares”), ) of the Company and one-half of one redeemable warrantwarrant (collectively, where the “Firm Warrants”), of which each whole warrant entitling Firm Warrant entitles the holder, upon exercise, holder thereof to purchase one Ordinary Share share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Warrant(sOptional Units”), each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-half of one warrant as described above (collectively, the “Optional Warrants”). The Ordinary Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” R▇▇▇ Capital Partners, LLC (“R▇▇▇”) and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“C▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s an initial Business Combination Combination, and (as defined belowii) and twelve (12) months from the date of the consummation of the Offering and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement) Statement (as defined below), shall mean a merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with C▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company will enter has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 424,000 units (or up to 461,500 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-half of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, substantially in substantially the form filed as Exhibit 10.1 an exhibit to the Registration StatementStatement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) Units and a portion of the proceeds of from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issuedPublic Units. The Company will enter has entered into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”)date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, substantially in substantially the form filed as Exhibit 4.4 an exhibit to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription an Escrow Agreement, dated July 31as of the date hereof, 2020 with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Founder’s Purchase Escrow Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate Insider Shares will be placed in escrow with CST until the fulfillment of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectuscertain conditions set forth therein. The Company has entered into a Private Placement Warrants Purchase Registration Rights Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”)hereof, with the Sponsor, in substantially holders of the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus Insider Shares and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date Private Unit Subscribers (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, substantially in substantially the form filed as Exhibit 10.2 an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of of, among other securities, the Private Placement Warrants and the Ordinary Shares underlying the Founder Insider Shares, the Private Placement Warrants Units and warrants that may be issued upon conversion of certain working capital loans, if anythe securities underlying the Private Units. The Company has caused to be duly executed and delivered a entered into letter agreementagreements (the “Insider Letters”), to be dated as of the Closing Date (the “Insider Letter”)date hereof, by and among the Sponsor and each of with the Company’s officersinitial stockholders, directors officers and director nomineesdirectors, substantially in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company will pay to an affiliate and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the Sponsor date hereof, substantially in the form filed as an aggregate monthly fee exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of up Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to $10,000 for certain office spacethe Offering. EBC, secretarial solely in its capacity as a qualified independent underwriter with respect to the Offering, and administrative support servicesnot otherwise, is referred to herein as the “QIU.”

Introductory. AEA-Bridges Impact Corp.Solaris Oilfield Infrastructure, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I B hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 units 3,000,000 shares of its Class A common stock, par value $0.01 per share (“UnitsSecurities”), and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the Underwriters an aggregate of the Company 4,000,000 outstanding shares of Securities (said units to be issued and sold by the Company such 7,000,000 shares of Securities being hereinafter called referred to as the “Firm Securities”). The Company Selling Stockholders also proposes agree to grant sell to the Underwriters an Underwriters, at the option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option SecuritiesOption”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one ) of the Company’s Class A ordinary sharesUnderwriters, par value $0.0001 per share (the “Ordinary Shares”), and one-half an aggregate of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date more than 1,050,000 additional shares of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CSTOptional Securities”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined set forth below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the . The Firm Securities and the Option Optional Securities are herein collectively called the “Offered Securities, if and when issued”. The Company will enter into a Warrant Agreement, Offered Securities to be dated as sold by the Selling Stockholders consist of the Closing Date Securities that are issuable upon redemption of units (the “Warrant AgreementSolaris Units”)) in Solaris Oilfield Infrastructure, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “SponsorSolaris LLC”), together with an equal number of shares of Class B common stock of the Company, pursuant to which the Sponsor purchased an aggregate Second Amended and Restated Limited Liability Company Agreement of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase AgreementSolaris LLC, dated as of the date hereof May 11, 2017 (the “Warrant Subscription Solaris LLC Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 immediately prior to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date on which such Offered Securities are to be sold (the any such redemption being hereinafter referred to as a “Registration and Shareholder Rights AgreementRedemption Transaction”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Dicerna Pharmaceuticals, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any underwriters named in Schedule A (the “Option SecuritiesUnderwriters”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 ) an aggregate of this agreement (this “Agreement”). Each Unit consists [—] shares of one of the Company’s Class A ordinary sharesits common stock, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary [—] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares as provided in Section 2. The additional [—] Shares to be sold by the Company pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and Warrants included to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and Leerink Partners LLC (“Leerink”) have agreed to act as representatives of the several Underwriters (in such capacity, the Units will “Representatives”) in connection with the offering and sale of the Offered Shares. The Representatives agree that up to [—] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible employees, directors and other persons associated with the Company (collectively, the “Participants”), as part of the distribution of the Offered Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Jefferies. To the extent that the Directed Shares are not trade separately until orally confirmed for purchase by the 52nd Participants by the end of the first business day following after the date of this Agreement, such Directed Shares may be offered to the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt public by the Company Underwriters as part of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet public offering contemplated hereby. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) on a Current Report registration statement on Form 8S-1, File No. 333-K or similar 193150 which contains a form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, prospectus to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent used in connection with the issuance, registration, transfer, exchange, redemption public offering and exercise sale of the Warrants Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementrules and regulations promulgated thereunder (collectively, dated July 31, 2020 (the “Founder’s Purchase AgreementSecurities Act”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.any information deemed

Introductory. AEA-Bridges Impact Corp.CM Life Sciences, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 38,500,000 units of the Company (said units the “Units”). The 38,500,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 5,775,000 Units as provided in Section 2. The additional 5,775,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC has agreed to act as a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the ( “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.InterPrivate III Financial Partners Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representatives”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representatives, to issue and sell to the several Underwriters 40,000,000 22,500,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 6,000,000 aggregate of not more than 3,375,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary Common Shares”), and one-half fifth of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Common Share (the each, a “Warrant(s)Warrant”). The Ordinary Common Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives informs inform the Company of its their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Common Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Business Combination Marketing Agreement, dated the date hereof (the “Business Combination Marketing Agreement”), with the Representatives in substantially the form filed as Exhibit 1.2 to the Registration Statement, pursuant to which the Company will enter pay to the Representatives a cash fee for such services upon the consummation of the Company’s Business Combination in an amount equal to 3.5% of the gross proceeds of the Offering. The Company has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter has entered into a Warrant Agreement, to be dated as of the Closing Date date hereof (the “Warrant Agreement”), with respect to the Warrants and the Warrants included in the Private Placement Warrants Units with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and Warrants included in the Private Placement WarrantsUnits. The Company has entered into a Securities Subscription Agreement, dated July 31as of January 13, 2020 2021 (the “Founder’s Purchase Founder Shares Subscription Agreement”), with AEA-Bridges Impact Sponsor InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 5,750,000 shares of Class B ordinary sharescommon stock, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Common Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020On February 4, our sponsor 2021, the Company transferred 25,000 Class B ordinary shares to each an aggregate of our independent directors. Up to 1,500,000 120,000 Founder Shares to its independent director nominees, which resulted in the Sponsor holding 5,630,000 Founder Shares. On March 4, 2021, the Company undertook a stock split which resulted in there being an aggregate of 6,468,750 Founder Shares outstanding, 843,750 of which are subject to forfeiture by the Sponsor depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Common Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Private Placement Warrants Units Purchase Agreement, dated as of the date hereof (the “Warrant Sponsor Units Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants 525,000 units (or up to 12,200,000 warrants if 577,500 units depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price each unit consisting of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Common Share for $11.50 per share, subject to adjustment and one-fifth of one Warrant (the “Sponsor Private Placement WarrantsUnits”). The Private Placement Warrants Units are substantially similar identical to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter has entered into an Underwriter Private Placement Units Purchase Agreement, dated the date hereof (the “EBC Units Subscription Agreement”), with EarlyBirdCapital, Inc., in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which EarlyBirdCapital, Inc. agreed to purchase an aggregate of 100,000 units (or up to 115,000 units depending on the extent to which the Underwriters’ over-allotment option is exercised), each unit consisting of one Common Share and one-fifth of one Warrant (the “EBC Private Placement Units” and together with the Sponsor Private Placement Units, the “Private Placement Units”). The EBC Private Placement Units are identical to the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor Sponsor, EarlyBirdCapital, Inc. and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the 200,000 Common shares issues to EarlyBirdCapital, Inc. on February 28, 2021 (the “Representative Shares”), the Private Placement Warrants Units, and the Ordinary Common Shares underlying the Founder Shares, the Common Shares included as part of the Private Placement Warrants Units and the Common Shares underlying the warrants included as part of the Private Placement Units that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Promissory Note”). The Promissory Note will enter be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, to be dated as of the Closing Date date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.9 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly a fee of up to $10,000 per month for certain office space, secretarial utilities and administrative and support services.

Introductory. AEA-Bridges Impact Corp.The Quantum Group, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 1,200,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of three shares (the “Shares”) of common stock, $0.001 par value, of the Company (said units “Common Stock), two seven-year non-callable Class A warrant (the “Class A Warrants”) and two seven- year non-callable Class B warrant (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and sold between the Company and Fidelity Transfer Company, as stock transfer and warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class A Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $7.00, subject to adjustment under the terms of the Warrant Agreement. Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $11.00, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” The respective number of the Firm Units to be so purchased by the Company being hereinafter called the “Firm Securities”)several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to grant to the Underwriters Representative an option to purchase up to 6,000,000 180,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesUnits”), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to “Units” shall be deemed to include the Firm Units and one-half of one redeemable warrantthe Option Units (to the extent the aforementioned option has been exercised) and all references herein to Shares, where each whole warrant entitling Warrants and Warrant Shares shall be deemed to include the holderShares, upon exercise, Warrants and Warrant Shares underlying the Option Units (to purchase one Ordinary Share (the “Warrant(s)”extent the aforementioned option has been exercised). The Ordinary Shares and Warrants included in As the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs Representative, you have advised the Company of its decision to allow earlier separate trading), subject to that: (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company that you are authorized to enter into this Agreement for yourself as Representative and on behalf of the gross proceeds of the Offering (as defined below), several Underwriters; and (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetseveral Underwriters are willing, acting severally and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercisenot jointly, to purchase one Ordinary Share at a price the numbers of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion Firm Units set forth opposite their respective names in Schedule I. In consideration of the Company’s initial Business Combination (as defined below) mutual agreements contained herein and twelve (12) months from the date of the consummation interests of the Offering and terminating on parties in the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representatives”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representatives, to issue and sell to the several Underwriters 40,000,000 25,000,000 units (the “UnitsUnit(s)”) of the Company (said units Units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 6,000,000 aggregate of not more than 3,750,000 additional Units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”).” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 21 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Warrants included in the Private Placement Warrants Units with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Warrants included in the Private Placement WarrantsUnits. The Company has entered into a Securities Subscription Agreement, dated July 31September 10, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2,875,000 and 1,437,500 of which were surrendered by the Sponsor on October 16, 2020 and October 21, 2020, the Company effected a share capitalization respectively, resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 7,187,500 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each 937,500 of our independent directors. Up to 1,500,000 Founder Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, dated effective as of the date hereof (the “Warrant Unit Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants 800,000 units (or up to 12,200,000 warrants if 875,000 units depending on the extent to which the Underwriters’ over-allotment option is exercised in full), at exercised) for a purchase price of $1.00 10.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment unit (the “Private Placement WarrantsUnits”). The Private Placement Warrants Units are substantially similar to the Warrants included in the UnitsOffered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants Units (including any Ordinary Shares and warrants included in such Private Placement Units and any Ordinary Shares issued or issuable upon the exercise of such warrants), the Founder Shares and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants units that may be issued upon conversion of certain working capital loans, if any. The Company has caused will cause to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of up to the equivalent amount by the Sponsor to the Company from time to time. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the Closing Date. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate of thereof, as determined by the Sponsor an aggregate Sponsor, a monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services. The Company will enter into a Master Consulting and Advisory Services Agreement, to be dated as of the Closing Date (the “COAC Services Agreement”), with Cerberus Operations and Advisory Company, LLC (“COAC”), in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Company will be entitled to fees and/or will reimburse COAC for certain allocable compensation costs, and reimbursement for any out-of-pocket expenses, to the extent that members of COAC provide services to the Company before the initial Business Combination. The Company will enter into a Master Consulting and Advisory Services Agreement, to be dated as of the Closing Date (the “CTS Services Agreement”), with Cerberus Technology Solutions, LLC (“CTS”), in substantially the form filed as Exhibit 10.10 to the Registration Statement, pursuant to which the Company will be entitled to fees and/or will reimburse CTS for certain allocable compensation costs, and reimbursement for any out-of-pocket expenses, to the extent that members of CTS provide services to the Company before the initial Business Combination.

Introductory. AEA-Bridges Impact Corp.Ranger Energy Services, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I A hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 units 5,000,000 shares of its Class A common stock, $0.01 par value per share (“UnitsSecurities”) (such 5,000,000 shares of the Company (said units to be issued and sold by the Company Securities being hereinafter called referred to as the “Firm Securities”). The Company also proposes agrees to grant sell to the Underwriters Underwriters, at the option of the Underwriters, an option aggregate of not more than 750,000 additional shares of its Securities (all such additional shares of Securities being hereinafter collectively referred to purchase up to 6,000,000 additional Units to cover over-allotments, if any (as the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 As part of the offering contemplated by this agreement (this the “Agreement”). Each Unit consists , ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“PJC” and, in such capacity, the “Designated Underwriter”) has agreed to reserve out of one of the Firm Securities purchased by it under this Agreement, up to [·] shares, for sale to the Company’s Class A ordinary sharesdirectors, par value $0.0001 per share officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Directed Share (the “Warrant(s)Program”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision Firm Securities to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of Designated Underwriter pursuant to the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission Directed Share Program (the “CommissionDirected Shares”) on a Current Report on Form 8-K or similar form will be sold by the Company that includes such audited balance sheet, and (c) Designated Underwriter pursuant to this Agreement at the Company having issued a press release announcing when such separate trading will beginpublic offering price. No fractional Warrants Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant offered to the Warrant Agreement (public by the Underwriters as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully set forth in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesFinal Prospectus. The Company will enter into an Investment Management Trust is a holding company that, following the transactions contemplated by this paragraph and the offering contemplated by this Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”)will directly own a [·]% membership interest in RNGR Energy Services, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (“Ranger LLC”). The Company and Ranger LLC are herein referred to as the “SponsorCompany Parties”. The businesses through which the Company Parties will conduct their operations are Ranger Energy Services, LLC, a Delaware limited liability company (“Ranger Services”) that, immediately prior to the First Closing Date (as defined below), will be a subsidiary of Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), pursuant and Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), and Torrent Energy Services, LLC, a Delaware limited liability company (“Torrent Services”) that, immediately prior to which the Sponsor purchased an aggregate First Closing Date, will be a subsidiary of 11,500,000 Class B ordinary sharesTorrent Energy Holdings, par value $0.0001 per shareLLC, of the Company for an aggregate purchase price of $25,000. On August 4a Delaware limited liability company (“Torrent Holdings I”), 2020and Torrent Energy Holdings II, the Company effected LLC, a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof Delaware limited liability company (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesTorrent Holdings II”). In September 2020anticipation of the offering contemplated by this Agreement, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent First Closing Date, (x) Ranger Holdings I will contribute all of its membership interests in Ranger Services to which Ranger LLC in exchange for membership interests in Ranger LLC (“Ranger Units”) and Ranger Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration StatementSecurities (such contributions, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription AgreementRanger Assignment Transactions”), and (y) Torrent Holdings I will contribute all of its membership interests in Torrent Services to Ranger LLC in exchange for Ranger Units and Torrent Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “Torrent Assignment Transactions” and collectively with the SponsorRanger Assignment Transactions, in substantially the form filed as Exhibit 10.3 “Assignment Transactions”). Immediately prior to the Registration Statementconsummation of the offering contemplated by this Agreement, pursuant the Company intends to which amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock.. The Company intends that the Sponsor agreed net proceeds of the sale of Optional Securities by the Company, if any, will be contributed to purchase Ranger LLC in exchange for an aggregate additional number of 11,000,000 warrants (or up Ranger Units equal to 12,200,000 warrants the number of shares of Class A common stock issued as Optional Securities by the Company. Ranger LLC will use such net proceeds, if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exerciseany, to purchase one Ordinary Share for $11.50 per shareRanger Units from Ranger Holdings I and Torrent Holdings I. The foregoing transactions (including the Assignment Transactions), subject as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below), are referred to adjustment (herein collectively as the “Private Placement WarrantsReorganization Transactions”). The Private Placement Warrants are substantially similar Unless otherwise required by the context, references to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as “Subsidiaries” of the Closing Date (Company in this Agreement refer to entities that will be subsidiaries of the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 Company after giving effect to the Registration StatementReorganization Transactions, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), evidenced by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicessuch entities being listed on Schedule C hereto.

Introductory. AEA-Bridges Impact Corp.Live Oak Acquisition Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 22,000,000 units of the Company (said units the “Units”). The 22,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,300,000 Units as provided in Section 2. The additional 3,300,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and BofA Securities, Inc. (“BofA Securities”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.Tiga Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. you are acting as representatives (the “the Representatives”), to issue and sell to the several Underwriters 40,000,000 an aggregate of 20,000,000 units (the “Units”) of the Company (said units Company. The respective amounts of Units to be issued and sold so purchased by the Company being hereinafter called several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”). .” The Company also proposes to grant to the Underwriters an the option to purchase up to 6,000,000 3,000,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half quarter of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant entitling Warrant entitles the holder, upon exercise, holder of such Warrant to purchase one Ordinary Share (from the “Warrant(s)”)Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (Prospectus, or, if such date is not a Business Day, the following Business Day, unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of involving the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Mast Therapeutics, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), for whom Credit Suisse Securities (USA) ▇▇▇▇▇ and Company, LLC and Citigroup Global Markets Inc. are is acting as representatives representative (the “the RepresentativesRepresentative”), to issue and sell to an aggregate of (A) 30,941,102 Series A Units (the several Underwriters 40,000,000 units (“Series A Units”), with each Series A Unit consisting of (i) one share of common stock, par value $0.001 of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesCommon Stock”), and (ii) one-half (0.5) of a warrant in the form attached hereto as Exhibit A, and (B) 13,081,428 Series B Units (the “Series B Units” and together with the Series A Units, the “Units”), with each Series B Unit consisting of (i) one redeemable warrant, where each whole pre-funded warrant entitling the holder, upon exercise, to purchase one Ordinary Share share of Common Stock in the form attached hereto as Exhibit B (the “Warrant(s)Pre-Funded Warrants”). , and (ii) one-half (0.5) of a warrant in the form attached hereto as Exhibit A. The Ordinary Shares and Warrants warrants included in the Series A Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet together with the Securities Exchange Commission warrants included in the Series B Units (but excluding the Pre-Funded Warrants) are herein collectively referred to as the “CommissionWarrants”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, will entitle the holder to purchase one Ordinary Share at a price share of $11.50 per share, subject Common Stock. Each Pre-Funded Warrant will entitle the holder to adjustment, during the period commencing on the later purchase one share of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesCommon Stock. The Company will enter into an Investment Management Trust Agreement, to be dated as shares of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Common Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Series A Units except are herein collectively referred to as described in the Registration Statement, the Statutory Prospectus and the Prospectus“Shares”. The Company has entered into a Private Placement Shares, Warrants Purchase Agreement, dated and Pre-Funded Warrants are herein collectively referred to as of the date hereof (the “Warrant Subscription AgreementSecurities.”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.ONSALE, Inc., a Cayman Islands exempted company Delaware corporation (the “------------ "Company”"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (“Units”the "Underwriters") an aggregate of 1,709,300 shares of its Common Stock, par value $0.001 per share (the "Common Stock"); the stockholder of the Company named in Schedule B (said units the "Significant Selling Stockholder") and ---------- certain other stockholders of the Company named in Schedule C (the Other Selling ---------- Stockholders," and, together with the Significant Selling Stockholder, the "Selling Stockholders") severally propose to sell to the Underwriters an aggregate of 590,700 shares of Common Stock. The 1,709,300 shares of Common Stock to be issued and sold by the Company being hereinafter and the 590,700 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “"Firm Securities”). The Common Shares." In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional Units 170,700 shares of Common Stock and two of the Selling Stockholders have severally granted to cover over-allotmentsthe Underwriters an option to purchase up to an additional 174,300 shares of Common Stock, if any (the “Option Securities”; the Option Securitieseach such Selling Stockholder selling up to an amount set forth opposite such Selling Stockholder's name in Schedule B, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined all as provided in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”)2. The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision additional 170,700 shares to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company and the additional 174,300 shares to be sold by two of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that Selling Stockholders pursuant to such option are collectively called the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. "Optional Common Shares." The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option SecuritiesCommon Shares and, if and when issuedto the extent such option is exercised, the Optional Common Shares are collectively called the "Common Shares." NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. ("▇▇▇▇▇▇▇▇▇▇ Securities"), BT Alex. The Company will enter into a Warrant Agreement▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ have agreed to be dated act as representatives of the Closing Date several Underwriters (in such capacity, the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent "Representatives") in connection with the issuance, registration, transfer, exchange, redemption offering and exercise sale of the Warrants and the Private Placement WarrantsCommon Shares. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant -------------- /1/ Plus an option to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of purchase from the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or certain Selling Stockholders up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price 345,000 additional shares of $1.00 per warrant, each warrant entitling the holder, upon exercise, Common Stock to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loanscover over- allotments, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), Selling Stockholders hereby confirm their respective agreements with the Sponsor, in substantially the form filed Underwriters as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Corp.Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representative”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representative, to issue and sell to the several Underwriters 40,000,000 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 3,000,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”).” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the Company’s holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and twelve (12) months from the date distribution of Distributable Shares will occur substantially concurrently with the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or Liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, a Warrant may will not be exercised for a fractional shareseparately transferable, so that only whole Warrants may assignable or saleable, and will not be exercised at evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated effective as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Rights Agreement, to be dated effective as of the Closing Date (the “Warrant Rights Agreement”), with respect to dated as of the Warrants and the Private Placement Warrants with CST, as warrant agentdate hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Rights, Private Placement WarrantsRights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a Securities Subscription Agreementsecurities subscription agreement, dated July 31, 2020 2024 (the “Founder’s Purchase Securities Subscription Agreement”), with AEA-Bridges Impact Sponsor LLCthe Sponsor, a Delaware limited liability company (in substantially the “Sponsor”)form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 11,500,000 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020On [•], our sponsor transferred 25,000 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to each 750,000 of our independent directors. Up to 1,500,000 Founder Shares which are subject to forfeiture depending on to the extent to which the Underwriters’ Underwriters do not exercise their over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercisedoption. The Founder Shares are substantially similar to the Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Units Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Private Placement Units Purchase Agreement”), with the Sponsor, Sponsor in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants 175,000 private placement units (or up to 12,200,000 warrants including if the Underwriters’ over-allotment option is exercised in full), at a price of $1.00 10.00 per warrantunit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each warrant entitling the holder, upon exercise, to purchase Private Placement Unit is one Ordinary Share for $11.50 per share(each, subject to adjustment (the a “Private Placement WarrantsShare”). The ) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Warrants are substantially similar to Right”) upon the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectusconsummation of an initial Business Combination. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Founder Shares (including any Ordinary Shares underlying or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Warrants Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and warrants certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreemententered into an Administrative Services Agreement, to be dated as of the Closing Date date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Insider LetterAdministration Services Agreement”), by pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and among administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nomineesnominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Cabaletta Bio, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of (i) 39,200,000 shares (the “Shares”) of its common stock, par value $0.00001 per share (the “Common Stock”), (ii) pre-funded warrants of the Company to purchase an aggregate of 10,800,000 shares of Common at an exercise price equal to $0.00001 per share (the “Pre-Funded Warrants”) and (iii) common warrants to purchase up to 50,000,000 shares of Common Stock of the Company (said units or pre-funded warrants in lieu thereof) at an exercise price equal to $2.50 per share (the “Warrants”). The 39,200,000 Shares to be issued and sold by the Company being hereinafter are called the “Firm Shares” and the Warrants to purchase 50,000,000 Shares to be sold by the Company are called the “Firm Warrants.” As used herein, “Firm Securities”)” means the Firm Shares, the Firm Warrants and the Pre-Funded Warrants. The In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional Units 7,500,000 Shares and/or warrants to cover over-allotments, if any purchase an additional 7,500,000 shares of Common Stock (the “Option Securities”; the Option Securities, Optional Warrants” and together with the Underwritten SecuritiesFirm Warrants, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CSTOffered Warrants”), as trustee (provided in Section 2. The additional 7,500,000 Shares to be sold by the Company pursuant to such option are called the “TrusteeOptional Shares” and together with the Optional Warrants, are collectively called the “Optional Securities.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares”, and together with the Pre-Funded Warrants, the Firm Warrants and, if and to the extent such option is exercised, the Optional Warrants are collectively referred to as the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“▇▇▇▇▇▇▇▇▇”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants TD Securities (as defined belowUSA) LLC (“▇▇ ▇▇▇▇▇”) and proceeds of the Offering will be deposited and held in a trust account ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. (the “Trust AccountCantor”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.have

Introductory. AEA-Bridges Impact Corp.Tiga Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. you are acting as representatives (the “the Representatives”), to issue and sell to the several Underwriters 40,000,000 an aggregate of 20,000,000 units (the “Units”) of the Company (said units Company. The respective amounts of Units to be issued and sold so purchased by the Company being hereinafter called several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”). .” The Company also proposes to grant to the Underwriters an the option to purchase up to 6,000,000 3,000,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half quarter of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant entitling Warrant entitles the holder, upon exercise, holder of such Warrant to purchase one Ordinary Share (from the “Warrant(s)”)Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (Prospectus, or, if such date is not a Business Day, the following Business Day, unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter has entered into certain agreements on or prior to the date hereof: A. Investment Management Trust Agreement. The Company has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Ivanhoe Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (the several Underwriters 40,000,000 “Underwriter”) an aggregate of 24,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant to the Underwriters Underwriter an option to purchase up to 6,000,000 an aggregate of not more than 3,600,000 additional Units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 18 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share (the “Warrant(s)Public Warrants”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Underwriter informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Public Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Public Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 3122, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Ivanhoe Capital Sponsor LLCLLC (f/k/a Ivanhoe Capital (Cayman) Corporation), a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Initial Founder Shares”). In September 2020, our sponsor transferred 25,000 900,000 shares of the Company’s Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercisedexercised (the “Additional Founder Shares” and, together with the Initial Founder Shares, the “Founder Shares”). The 50,000 shares held by On December 16, 2020, the independent directors shall not be subject Sponsor surrendered 2,875,000 Founder Shares to forfeiture the Company for cancellation for no consideration and on January 6, 2021, the Company effected a share capitalization of 1,150,000 Founder Shares, resulting in the event the underwriters’ overallotment option is not exercisedan aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”)hereof, with the SponsorSponsor and ▇▇▇▇▇▇ (▇▇▇▇) ▇▇▇▇, the Company’s Chief Investment Officer, in substantially the form filed as Exhibit 10.3 10.4 to the Registration StatementStatement (the “Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor and ▇▇▇▇▇▇ (Andy) ▇▇▇▇ agreed to purchase an aggregate of 11,000,000 4,533,333 warrants of the Company (or up to 12,200,000 5,013,333 warrants if the Underwriter’s over-allotment option is exercised in full), at a price of $1.00 per warrant, with each warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the UnitsPublic Warrants, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the (including any Ordinary Shares underlying the Founder Shares, the and warrants included in such Private Placement Warrants and warrants any Ordinary Shares issued or issuable upon the exercise of such warrants), the Founder Shares and the units that may be issued upon conversion of certain working capital loans, if any. The Company has caused will cause to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $600,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of up to the equivalent amount by the Sponsor to the Company from time to time. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the Closing Date. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate of thereof, as determined by the Sponsor an aggregate Sponsor, a monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Introductory. AEA-Bridges Impact Corp.Landcadia Holdings IV, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 50,000,000 units of the Company (said units the “Units”). The 50,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 [0.0001]1 per share (the “Ordinary SharesClass A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses. The Company will enter into an Investment Management Trust Agreement, to 1 NTD: To be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesconfirmed.

Introductory. AEA-Bridges Impact Corp.▇▇▇▇ ▇▇ Acquisition III Co., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” and each an “Underwriter”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 an aggregate of 10,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm SecuritiesUnits”). The Company also proposes to grant to the Underwriters an option to ) at a purchase up to 6,000,000 additional Units to cover over-allotments, if any price (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein net of discounts and not otherwise defined are defined in Section 23 commissions) of this agreement (this “Agreement”)$9.80 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Ordinary Firm Shares”), ) of the Company and one-half of one redeemable warrantwarrant (collectively, where the “Firm Warrants”), of which each whole warrant entitling Firm Warrant entitles the holder, upon exercise, holder thereof to purchase one Ordinary Share share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Warrant(sOptional Units”), each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The Ordinary Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s an initial Business Combination Combination, and (as defined belowii) and twelve (12) months from the date of the consummation of the Offering and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement) Statement (as defined below), shall mean a merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. In May 2020, the Company effected a dividend of 28,750 shares for each share outstanding resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. In May 2020, ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 2,059,019 Insider Shares for an aggregate purchase price of $17,904.51. In January and February 2021, certain affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇ an aggregate of 239,583 Insider Shares for an aggregate purchase price of $2,083.33. On February 9, 2021, certain of the Company’s initial stockholders sold an aggregate of 417,080 Insider Shares back to the Company, which shares were cancelled, and ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors and affiliates of the Company’s management team purchased from the Company an aggregate of 417,080 Insider Shares, in each case, for an aggregate purchase price of $2,417.86. That same date, ▇▇▇▇▇-▇▇▇▇▇▇ purchased from CR Financial Holdings, Inc. 39,931 Insider Shares for a purchase price of $231.48. Also on February 9, 2021, the Company effected a dividend of 0.50 share for each share outstanding, which dividend was rescinded and cancelled by the Company on February 24, 2021, resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company will enter has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of ______, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 378,000 units (or up to 408,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and three-quarters of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, substantially in substantially the form filed as Exhibit 10.1 an exhibit to the Registration StatementStatement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) Units and a portion of the proceeds of from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issuedPublic Units. The Company will enter has entered into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”)date hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, substantially in substantially the form filed as Exhibit 4.4 an exhibit to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription an Escrow Agreement, dated July 31as of the date hereof, 2020 with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Founder’s Purchase Escrow Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate Insider Shares will be placed in escrow with CST until the fulfillment of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectuscertain conditions set forth therein. The Company has entered into a Private Placement Warrants Purchase Registration Rights Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”)hereof, with the Sponsor, in substantially holders of the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus Insider Shares and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date Private Unit Subscribers (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, substantially in substantially the form filed as Exhibit 10.2 an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of of, among other securities, the Private Placement Warrants and the Ordinary Shares underlying the Founder Insider Shares, the Private Placement Warrants Units and warrants that may be issued upon conversion of certain working capital loans, if anythe securities underlying the Private Units. The Company has caused to be duly executed and delivered a entered into letter agreementagreements (the “Insider Letters”), to be dated as of the Closing Date (the “Insider Letter”)date hereof, by and among the Sponsor and each of with the Company’s officersinitial stockholders, directors officers and director nomineesdirectors, substantially in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company will pay to an affiliate and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the Sponsor date hereof, substantially in the form filed as an aggregate monthly fee exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of up Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to $10,000 for certain office spacethe Offering. EBC, secretarial solely in its capacity as a qualified independent underwriter with respect to the Offering, and administrative support servicesnot otherwise, is referred to herein as the “QIU.”

Introductory. AEA-Bridges Impact InterPrivate II Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representatives”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representatives, to issue and sell to the several Underwriters 40,000,000 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 6,000,000 aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary Common Shares”), and one-half fifth of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Common Share (the each, a “Warrant(s)Warrant”). The Ordinary Common Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives informs inform the Company of its their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Common Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Business Combination Marketing Agreement, dated the date hereof (the “Business Combination Marketing Agreement”), with the Representatives in substantially the form filed as Exhibit 1.2 to the Registration Statement, pursuant to which the Company will enter pay to the Representatives a cash fee for such services upon the consummation of the Company’s Business Combination in an amount equal to 3.5% of the gross proceeds of the Offering. The Company has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter has entered into a Warrant Agreement, to be dated as of the Closing Date date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 as of [•] (the “Founder’s Purchase Founder Shares Subscription Agreement”), with AEA-Bridges Impact Sponsor InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 5,750,000 shares of Class B ordinary sharescommon stock, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Common Shares issuable upon conversion thereof, the “Founder Shares”), 750,000 of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. In September 2020On February 4, our sponsor 2021, the Company transferred 25,000 Class B ordinary shares to each an aggregate of our independent directors. Up to 1,500,000 90,000 Founder Shares to its independent director nominees, which resulted in the Sponsor holding 5,660,000 Founder Shares, 750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Common Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Sponsor Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 3,166,667 warrants (or up to 12,200,000 3,466,667 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Ordinary Common Share for $11.50 per share, subject to adjustment (the “Sponsor Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter has entered into an Underwriter Private Placement Warrants Purchase Agreement, dated the date hereof (the “EBC Warrant Subscription Agreement”), with EarlyBirdCapital, Inc., in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which EarlyBirdCapital, Inc. agreed to purchase an aggregate of 666,667 warrants (or up to 766,667 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each entitling the holder to purchase one Common Share (the “EBC Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The EBC Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor Sponsor, EarlyBirdCapital, Inc. and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the 200,000 Common shares issues to EarlyBirdCapital, Inc. on February 28, 2021 (the “Representative Shares”), the Private Placement Warrants, and the Common Shares underlying the Founder Shares and the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Promissory Note”). The Promissory Note will enter be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, to be dated as of the Closing Date date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.9 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly a fee of up to $10,000 per month for certain office space, secretarial utilities and administrative and support services.

Introductory. AEA-Bridges Impact Corp.The Quantum Group, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 1,400,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of three shares (the “Shares”) of common stock, $0.001 par value, of the Company (said units “Common Stock), two seven-year non-callable Class A warrant (the “Class A Warrants”) and two seven- year non-callable Class B warrant (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and sold between the Company and Fidelity Transfer Company, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class A Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $7.00, subject to adjustment under the terms of the Warrant Agreement. Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $11.00, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” The respective number of the Firm Units to be so purchased by the Company being hereinafter called the “Firm Securities”)several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to grant to the Underwriters Representative an option to purchase up to 6,000,000 210,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary SharesUnits”), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to “Units” shall be deemed to include the Firm Units and one-half of one redeemable warrantthe Option Units (to the extent the aforementioned option has been exercised) and all references herein to Shares, where each whole warrant entitling Warrants and Warrant Shares shall be deemed to include the holderShares, upon exercise, Warrants and Warrant Shares underlying the Option Units (to purchase one Ordinary Share (the “Warrant(s)”extent the aforementioned option has been exercised). The Ordinary Shares and Warrants included in As the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs Representative, you have advised the Company of its decision to allow earlier separate trading), subject to that: (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company that you are authorized to enter into this Agreement for yourself as Representative and on behalf of the gross proceeds of the Offering (as defined below), several Underwriters; and (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetseveral Underwriters are willing, acting severally and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercisenot jointly, to purchase one Ordinary Share at a price the numbers of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion Firm Units set forth opposite their respective names in Schedule I. In consideration of the Company’s initial Business Combination (as defined below) mutual agreements contained herein and twelve (12) months from the date of the consummation interests of the Offering and terminating on parties in the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Corp.Solaris Energy Infrastructure, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I B hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 units 6,500,000 shares of its Class A common stock, par value $0.01 per share (“UnitsSecurities”) (such 6,500,000 shares of the Company (said units to be issued and sold by the Company Securities being hereinafter called referred to as the “Firm Securities”). The Company also proposes stockholder listed in Schedule A hereto (“Selling Stockholder”) agrees with the Underwriters to grant sell to the Underwriters an Underwriters, at the option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option SecuritiesOption”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one ) of the Company’s Class A ordinary sharesUnderwriters, par value $0.0001 per share (the “Ordinary Shares”), and one-half an aggregate of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date more than 975,000 additional shares of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CSTOptional Securities”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined set forth below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the . The Firm Securities and the Option Optional Securities are herein collectively called the “Offered Securities, if and when issued”. The Company will enter into a Warrant Agreement, Optional Securities to be dated as of offered by the Closing Date (the “Warrant Agreement”), with respect Selling Stockholder to the Warrants and Underwriters consist of Securities that will be received by the Private Placement Warrants with CSTSelling Stockholder upon the redemption of Solaris Energy Infrastructure, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (“Solaris LLC”) units (“Solaris LLC Units”) pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as of May 11, 2017 (as amended, the “SponsorSolaris LLC Agreement”), pursuant prior to the purchase of the relevant Optional Securities on the Closing Date on which such Optional Securities are to be sold (any such redemption, together with the Sponsor purchased an aggregate cancellation of 11,500,000 a number of shares of Class B ordinary sharescommon stock, par value $0.0001 0.00 per share, of the Company for an aggregate purchase price equal to the number of $25,000. On August 4Solaris LLC Units redeemed, 2020, the Company effected being hereinafter referred to as a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder SharesRedemption Transaction”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Apogee Therapeutics, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) (i) an aggregate of 6,951,221 shares of its common stock, par value $0.00001 per share (the “Shares”) and (ii) pre-funded warrants to purchase an aggregate of 365,853 Shares in a form to be mutually agreed upon by the Company and the Representatives (said units the “Pre-Funded Warrants”). The 6,951,221 Shares to be issued and sold by the Company being hereinafter are called the “Firm Shares” and together with the Pre-Funded Warrants to be sold by the Company are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional Units 1,097,561 Shares as provided in ‎Section 2. The additional 1,097,561 Shares to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Shares” and the Optional Shares, if any (and to the “Option Securities”; the Option Securitiesextent such option is exercised, together with the Underwritten Securities, being hereinafter Firm Shares are called the “Securities”). Certain capitalized terms used herein Offered Shares.” The Firm Securities and, if and not otherwise defined to the extent such option is exercised, the Optional Shares are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (collectively called the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. Offered Securities.” As used herein, “Warrant Shares” means the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as Shares issuable upon exercise of the Closing Date Pre-Funded Warrants. J▇▇▇▇▇▇▇▇ LLC (as defined below) (the “Trust AgreementJ▇▇▇▇▇▇▇▇”), with Continental Stock Transfer & Trust Company BofA Securities, Inc. (“CSTBofA”), Guggenheim Securities, LLC (“Guggenheim Securities”) and TD Securities (USA) LLC (“T▇ ▇▇▇▇▇”) have agreed to act as trustee representatives of the several Underwriters (in such capacity, the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust AccountRepresentatives”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption offering and exercise sale of the Warrants Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreementterm “Underwriters” shall mean either the singular or the plural, dated July 31, 2020 (as the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicescontext requires.

Introductory. AEA-Bridges Impact Corp.Syratech Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”"Syratech"), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units named in Schedule I hereto (“Units”) the "Underwriters"), $160.0 million principal amount of its ___% Senior Notes due 2007 (the Company (said units "Senior Notes"). The Senior Notes are to be issued and sold by pursuant to the provisions of an indenture dated as of ______________, 1997 (the "Indenture") among the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), as issuer, each of the Company's subsidiaries set forth in Schedule II hereto (bcollectively, the "Guarantors") and __________________, as Trustee (the filing "Trustee"). The Senior Notes will be unconditionally guaranteed (the "Subsidiary Guarantees"), on a joint and several basis, by each of such audited balance sheet the Guarantors. The Senior Notes and the Subsidiary Guarantees are herein collectively referred to as the "Securities." The Securities are being issued and sold in connection with the Securities Exchange Commission recapitalization (the “Commission”"Recapitalization") on of Syratech, pursuant to a Current Report on Form 8-K or similar form merger agreement, dated October 23, 1996, as amended through the date hereof (the "Merger Agreement") between Syratech and THL Transaction I Corp., a Delaware corporation which was formed by its parent, ▇▇▇▇▇▇ ▇. ▇▇▇ Company ("THL"), for the purpose of supporting the Recapitalization ("THLT"). The Merger Agreement provides for the merger (the "Merger") of Syratech with THLT, with Syratech surviving such Merger (as such survivor, the "Company"). In order to finance the Recapitalization, in addition to the sale of the Securities hereunder, the Company will require additional financing of up to $227.5 million. Of such amount, (i) not less than $125 million would be provided through the issuance and sale of common stock of the Company, including the retention of common stock of the Company with an aggregate value of not less than $23 million by management of Syratech in the Merger, and not less than $72.5 million in cash to be provided by THL (less amounts invested in common stock of the Company by the Company that includes such audited balance sheetLenders and their affiliates) (the "Equity Financing"), and (cii) the remainder would be provided through borrowings under a $130.0 million asset-based revolving loan facility made available to the Company having issued a press release announcing when such separate trading will begin(the "New Credit Facility"). No fractional Warrants The Merger Agreement and the documents entered into in connection therewith including, without limitation, the agreements attached thereto as exhibits, are herein collectively referred to as the "Merger Documents." This Agreement, the Senior Notes, the Indenture and the Subsidiary Guarantees are herein collectively referred to as the "Offering Documents." The Offering Documents, the New Credit Facility, the Merger Documents and the documents pursuant to which the Equity Financing will be issued upon separation of consummated are herein collectively referred to as the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date "Transaction Documents." The time of the consummation of the Offering and terminating on Recapitalization is referred to herein as the five-year anniversary "Effective Time." Syratech, each of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; providedGuarantors and THLT hereby agree, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) jointly and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”)severally, with the Sponsor, in substantially the form filed several Underwriters as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Corp.Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (the several Underwriters 40,000,000 “Underwriter”) an aggregate of 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant to the Underwriters Underwriter an option to purchase up to 6,000,000 an aggregate of not more than 3,375,000 additional Units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 20 to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share (the “Warrant(s)Public Warrants”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Underwriter informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination Combination, at 5:00 p.m., New York City time, or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company U.S. Bank, National Association (“CSTUSBNA”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter has entered into a Warrant Agreement, to be dated as of the Closing Date date hereof (the “Warrant Agreement”), with respect to the Public Warrants and the Private Placement Warrants with CSTAmerican Stock Transfer & Trust Company, LLC (“AST”), as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Public Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31February 28, 2020 2021 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor Think Elevation Capital LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 6,468,750 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Initial Founder Shares”). In September 2020, our sponsor transferred 25,000 843,750 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares which are subject to complete or partial forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercisedexercised (the “Additional Founder Shares” and, together with the Initial Founder Shares, the “Founder Shares”). The 50,000 shares held by [On [•], 2021, the independent directors shall not be subject Sponsor surrendered [•] Founder Shares to forfeiture the Company for cancellation for no consideration, resulting in the event the underwriters’ overallotment option is not exercised. an aggregate of [•] Founder Shares outstanding.] The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”)hereof, with the Sponsor, in substantially the form filed as Exhibit 10.3 10.6 to the Registration StatementStatement (the “Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 5,000,000 warrants of the Company (or up to 12,200,000 5,450,000 warrants if the Underwriter’s over-allotment option is exercised in full), at a price of $1.00 per warrant, with each warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the UnitsPublic Warrants, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and Warrants, the Class A Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note, dated February 28, 2021, for an aggregate amount of up to $300,000 to the Sponsor as filed as Exhibit 10.2 to the Registration Statement (the “Promissory Note”) in exchange for the payment of up to the equivalent amount by the Sponsor to the Company from time to time. These monies have been or will enter be used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the Closing Date (as defined below). The Company has entered into an Administrative Services Support Agreement, to be dated as of the Closing Date date hereof (the “Administrative Services Support Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate of thereof, as determined by the Sponsor an aggregate Sponsor, a monthly fee of up to $10,000 for certain office space, secretarial certain administrative and administrative support services.

Introductory. AEA-Bridges Impact Corp.CM Life Sciences, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 35,000,000 units of the Company (said units the “Units”). The 35,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 5,250,000 Units as provided in Section 2. The additional 5,250,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC has agreed to act as a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the ( “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.QTS Realty Trust, Inc., a Cayman Islands exempted company Maryland corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), proposes to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 4,000,000 shares of its 7.125% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the Company (said units “Shares”). The 4,000,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm Securities”). The Shares.” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional Units 600,000 Shares, as provided in Section 2. The additional 600,000 Shares to cover over-allotmentsbe sold by the Company pursuant to such option are called the “Optional Shares.” The Firm Shares and, if any and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The terms of the Offered Shares will be set forth in an Articles Supplementary with respect to the Shares (the “Option SecuritiesArticles Supplementary”; the Option Securities, together ) to be filed with the Underwritten Securities, being hereinafter called State Department of Assessments and Taxation of the State of Maryland (the “SecuritiesSDAT”) amending the articles of amendment and restatement of the Company (the “Articles of Amendment and Restatement”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and one-half ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of one redeemable warrantthe several Underwriters (in such capacity, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)Representatives”)) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Ordinary Shares Company has prepared and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) on a Current Report an automatic shelf registration statement on Form 8S-3, File No. 333-K 210425, including a base prospectus dated March 28, 2016 (including the documents incorporated or similar form deemed to be incorporated by reference therein prior to the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation time of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, execution of this Agreement pursuant to purchase one Ordinary Share at a price Item 12 of $11.50 per share, subject to adjustment, during Form S-3 under the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination Securities Act (as defined below) the “Base Prospectus”) to be used in connection with the public offering and twelve (12) months from the date sale of the consummation Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 and any information deemed to be a part thereof at the time of effectiveness pursuant to 430B under the Securities Act, is called the “Registration Statement.” Such Registration Statement became effective upon filing under Rule 462(e) of the Offering Securities Act. The preliminary prospectus supplement dated March 7, 2018 describing the Offered Shares and terminating on the five-year anniversary offering thereof, together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement Prospectus (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection together with the issuanceBase Prospectus, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into is called a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreementpreliminary prospectus.”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 15,000,000 units of the Company (said units the “Units”). The 15,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 2,250,000 Units as provided in Section 2 hereof. The additional 2,250,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with involving the Company and one or more businesses or entitiesbusinesses. The Company will enter into an Investment Management Trust Agreementhas prepared and filed with the Commission a registration statement on Form S-1, File No. 333-249066 which contains a form of prospectus to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent used in connection with the issuance, registration, transfer, exchange, redemption Offering and exercise sale of the Warrants and the Private Placement WarrantsOffered Securities. The Company has entered into a Securities Subscription AgreementSuch registration statement, dated July 31as amended, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.financial statements,

Introductory. AEA-Bridges Impact Corp.Nortel Networks Corporation, a Cayman Islands exempted company Canadian corporation (the “Company”"COMPANY"), agrees with proposes, subject to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC terms and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)conditions stated herein, to issue and sell to the several Underwriters 40,000,000 units named in Schedule A hereto (“Units”collectively, the "UNDERWRITERS") 25,000 of its prepaid forward purchase contracts (the "PURCHASE CONTRACTS") (the "FIRM SECURITIES") and, at the election of Credit Suisse First Boston Corporation ("CSFBC"), J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. (together w▇▇▇ ▇▇▇▇▇, the "REPRESENTATIVES"), ▇▇▇▇ ▇▇ ▇▇e Underwriters an aggregate of up to an additional 3,750 Purchase Contracts (the "OPTIONAL SECURITIES") (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the "OFFERED SECURITIES"). Each Purchase Contract shall entitle the holder to receive from the Company on August 15, 2005 a number of common shares (the "ISSUABLE COMMON SHARES"), no par value, of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant "COMMON SHARES") equal to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included applicable Settlement Rate as set forth in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, Purchase Contract and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Unit Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the First Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below"PURCHASE CONTRACT AGREEMENT") and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of between the Company, Computershare Trust Company of Canada, as Purchase Contract Agent (the Underwriters "PURCHASE CONTRACT AGENT") and as transfer agent and registrar, and the holders of Equity Units and Purchase Contracts from time to time (the Firm Securities "HOLDERS"). Each Purchase Contract shall be one component of an equity unit (the "EQUITY Unit") evidencing (a) one Purchase Contract and (b) ownership of specified zero-coupon U.S. treasury securities that mature on a semi-annual basis from February 15, 2003 through August 15, 2005 (together with that holder's pro rata portion of zero-coupon U.S. treasury securities that mature on August 15, 2002) (the Option Securities"TREASURY STRIPS"), if each having a principal amount of U.S.$1,000, which Treasury Strips shall be acquired by CSFBC as contemplated by the Purchase Contract Agreement and when issueddelivered to the Custodian on behalf of the Holders to be received and held in accordance with the Custodial Agreement (each as defined below). The Company Treasury Strips will enter into be held by Citibank N.A., as Custodian (the "CUSTODIAN"), for the holders of the Equity Units, pursuant to a Warrant Agreement, custodial agreement to be dated as of the First Closing Date between the Purchase Contract Agent, the Custodian and the holders of Equity Units from time to time (the “Warrant Agreement”"CUSTODIAL AGREEMENT"), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), hereby agrees with the Sponsor, in substantially the form filed several Underwriters as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.follows:

Introductory. AEA-Bridges Impact Corp.Landcadia Holdings II, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 25,000,000 units of the Company (said units the “Units”). The 25,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Timber Road Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule I A hereto (collectively, the “Underwriters,” and each an “Underwriter”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 an aggregate of 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm SecuritiesUnits”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Company also proposes Firm Units are to grant be offered initially to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (public at the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 offering price of this agreement (this “Agreement”)$10.00 per Firm Unit. Each Firm Unit consists of one of the Company’s Class A ordinary sharesshare, par value $0.0001 per share (“Class A Ordinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-eighth (1/8) of one Class A Ordinary SharesShare at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), and one-half each unit consisting of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share (collectively, the “Warrant(s)Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The Ordinary Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and Warrants the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Rights included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the Prospectus (hereof unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant Public Right entitles its holder, upon exercise, holder to purchase receive to receive one-eighth (1/8) of one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion closing of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date ; provided that no fractional Class A Ordinary Shares shall be issued in respect of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofPublic Rights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement) Statement (as defined below), shall mean a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In March 2025, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to Timber Road Sponsor LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into a Subscription Agreement for Private Units (the “Private Unit Subscription Agreement”) with the Sponsor, substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreement, the Sponsor has agreed to purchase from the Company an aggregate of 700,000 units (or up to 775,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company will enter has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”)date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, substantially in substantially the form filed as Exhibit 10.1 an exhibit to the Registration StatementStatement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) Units and a portion of the proceeds of from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issuedPublic Units. The Company will enter has entered into a Warrant Rights Agreement, to be dated as of the Closing Date (the “Warrant Agreement”)date hereof, with respect to the Warrants and the Private Placement Warrants Rights with CST, as warrant rights agent, substantially in substantially the form filed as Exhibit 4.4 an exhibit to the Registration StatementStatement (the “Rights Agreement”), pursuant to which CST will act as warrant rights agent in connection with the issuance, registration, transfer, exchange, redemption and exercise conversion of the Warrants and the Private Placement WarrantsRights. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Rights Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”)hereof, with the Sponsor, in substantially holders of the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus Insider Shares and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date Private Units (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, substantially in substantially the form filed as Exhibit 10.2 an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of of, among other securities, the Private Placement Warrants and the Ordinary Shares underlying the Founder Insider Shares, the Private Placement Warrants Units and warrants that may be issued upon conversion of certain working capital loans, if anythe securities underlying the Private Units. The Company has caused to be duly executed and delivered a entered into letter agreementagreements (the “Insider Letters”), to be dated as of the Closing Date (the “Insider Letter”)date hereof, by and among the Sponsor and each of with the Company’s officersinitial shareholders, directors officers and director nomineesdirectors, substantially in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company will pay to an affiliate and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the Sponsor date hereof, substantially in the form filed as an aggregate monthly fee of up exhibit to $10,000 for certain office space, secretarial and administrative support servicesthe Registration Statement.

Introductory. AEA-Bridges Impact Corp.Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. you are acting as representatives (the “the Representatives”), to issue and sell to the several Underwriters 40,000,000 an aggregate of 30,000,000 units (the “Units”) of the Company (said units Company. The respective amounts of Units to be issued and sold so purchased by the Company being hereinafter called several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”). .” The Company also proposes to grant to the Underwriters an the option to purchase up to 6,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half quarter of one redeemable warrant, where each warrant (the “Warrants”). Each whole warrant entitling Warrant entitles the holder, upon exercise, holder of such Warrant to purchase one Ordinary Share (from the “Warrant(s)”)Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (Prospectus, or, if such date is not a Business Day, the following Business Day, unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter has entered into certain agreements on or prior to the date hereof: A. Investment Management Trust Agreement. The Company has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. AEA-Bridges Impact Corp.Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representative”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representative, to issue and sell to the several Underwriters 40,000,000 60,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 6,000,000 aggregate of not more than 9,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”).” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 21 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter has entered into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) [●], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter has entered into a Warrant Agreement, to be dated as of the Closing Date [●], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31January 21, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact SCH Sponsor LLCIII LLC (f/k/a SCH Sponsor Corp. III), a Delaware Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 17,250,000 Class B ordinary shares, par value $0.0001 per share, of the Company Company, for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof 25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each 2,250,000 of our independent directors. Up to 1,500,000 Founder Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof [●], 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 9,333,333 warrants (or up to 12,200,000 10,533,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date [●], 2020 (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date [●], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 10.2 to the Registration Statement. The Company will enter has entered into an Administrative Services Agreement, to be dated as of the Closing Date [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.5 10.8 to the Registration Statement, pursuant to which the Company will pay to an such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Introductory. AEA-Bridges Impact Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representative”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representative, to issue and sell to the several Underwriters 40,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 6,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)18 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, where each warrant entitles the holder to purchase one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one-half of one Ordinary Share at a price of for $5.75 per half share ($11.50 per whole share, subject to adjustment, ) during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant warrant may not be exercised for a fractional share, so that only whole Warrants an even number of warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter has entered into an Investment Management Trust Agreement, to be dated effective as of the Closing Date (as defined below) (the “Trust Agreement”)[·], 2016, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.1 10.3 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter has entered into a Warrant Agreement, to be dated effective as of the Closing Date (the “Warrant Agreement”)[·], 2016, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31as of December 14, 2020 2015 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLCAvista Acquisition Corp., a Delaware limited liability Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each for an aggregate purchase price of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised$25,000. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Sponsor has entered into a Securities Assignment Agreement, effective as of [·], 2016 (the “Securities Assignment Agreement”), with each of the Company’s independent directors (each, a “Buyer”), pursuant to which the Sponsor assigned [·] of its Founder Shares to each Buyer (an aggregate of [·] Founder Shares) for an aggregate purchase price of $[·]. [The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 16,000,000 warrants (or up to 12,200,000 17,800,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one-half of one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $0.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”)[·], 2016, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.4 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. .] The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”)[·], 2016, by and among the Sponsor and each of the Company’s officersofficers and directors, directors and director nomineesin the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of [·], 2016, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date Statement (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Introductory. AEA-Bridges Impact Ark Global Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of [25,000,000] units of the Company (said units the “Units”). The [25,000,000] Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional [3,750,000] Units as provided in Section 2. The additional [3,750,000] Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC has agreed to act as a Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the ( “Ordinary SharesClass A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus Prospectus, or if such date is not a business day, the following business day (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Live Oak Mobility Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the RepresentativesAgreement”), to issue and sell to the several Underwriters 40,000,000 units underwriters named in Schedule A (the “UnitsUnderwriters”) an aggregate of 22,000,000 units of the Company (said units the “Units”). The 22,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 6,000,000 an additional 3,300,000 Units as provided in Section 2. The additional 3,300,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and BofA Securities, Inc. (“BofA Securities”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “SecuritiesOffering”). Certain capitalized terms To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and not otherwise defined are defined in Section 23 of this agreement (this the term “Agreement”)Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A ordinary sharescommon stock, par value $0.0001 per share (the “Ordinary SharesClass A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share share of Class A Common Stock (the “Public Warrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price share of Class A Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support servicesbusinesses.

Introductory. AEA-Bridges Impact Corp.Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities you (USAthe “Representative”) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”)representative, to issue and sell to the several Underwriters 40,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 6,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Underwritten Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Offered Securities purchased by it under this Agreement, up to 2,500,000 Units, for sale to the officers and directors of the Company, certain business associates and employees of Disruptive Technology Advisers LLC, an affiliate of Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), members of their families and certain other individuals associated with the Company (collectively, “Participants”), as set forth in the Statutory Prospectus and the Prospectus under the heading “Underwriting” (the “Directed Unit Program”). The Directed Unit Program shall be administered by Fidelity Capital Markets (the “Directed Unit Provider”), a division of National Financial Services LLC. The Offered Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Program at the direction of the Company (the “Directed Units”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Units not subscribed for by the end of the Business Day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder, upon exercise, holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or LiquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional shareshares, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company. The Company will enter has entered into an Investment Management Trust Agreement, to be dated effective as of the Closing Date (as defined below) (the “Trust Agreement”)[●], 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company will enter has entered into a Warrant Agreement, to be dated effective as of the Closing Date (the “Warrant Agreement”)[●], 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31as of December 30, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor DTA Master, LLC, a Delaware limited liability company (the “SponsorPurchaser”), pursuant to which the Sponsor Purchaser purchased an aggregate of 11,500,000 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. In September 2020Subsequently, our sponsor the Purchaser entered into a Securities Assignment Agreement, dated as of December 30, 2020 (the “Founder’s Assignment Agreement”), with the Sponsor and the Company, pursuant to which Purchaser sold, assigned and transferred 25,000 Class B ordinary shares the Founder Shares to each the Sponsor, for an aggregate purchase price of our independent directors$25,000. Up to 1,500,000 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”)[●], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.3 10.4 to the Registration StatementStatement (the “Warrant Subscription Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 4,666,667 warrants (or up to 12,200,000 5,166,667 warrants if the over-allotment option is exercised Optional Securities are issued and sold in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter has entered into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”)[●], 2021, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 10.3 to the Registration StatementStatement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”)[●], 2021, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company will enter has entered into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”)[●], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.5 10.8 to the Registration StatementStatement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor or an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 15,000 for certain office space, utilities, secretarial and administrative support servicesservices provided to members of the Company’s management team and other expenses and obligations of the Sponsor.