Exhibit 4.1


 


EXECUTION VERSION


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of November 3, 2021, is by and between Lionheart III Corp, a Delaware corporation (the
 “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the
 “Warrant Agent”, and also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Public
Units”), each such Public Unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share
(“Common Stock”), and one-half of one redeemable warrant (a whole warrant of each such warrant, a “Public
Warrant”) and, in connection therewith, has determined to issue and deliver up to 5,000,000 Public Warrants (or up to 5,750,000
Public Warrants if the Over-allotment Option (as defined below) is exercised in full) to investors in the Offering;


 


WHEREAS, on November 3, 2021,
the Company entered into a Private Placement Securities Subscription Agreement with Lionheart Equities, LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase, simultaneously with the closing of
the Offering, (i) an aggregate of 275,000 private units of the Company (the “Sponsor Private Placement Units”)
at a purchase price of $10.00 per Sponsor Private Placement Unit, with each Sponsor Private Placement Unit consisting of one share of
Common Stock and one-half of one warrant (each whole warrant, a “Sponsor Underlying Warrant”) and (ii) an aggregate
of 1,900,000 private placement warrants (or 2,000,000 private placement warrants if the underwriters’ over-allotment option is exercised
in full), at a purchase price of $1.00 per private placement warrant, to purchase shares of Common Stock (together with the Sponsor Underlying
Warrants, the “Sponsor Private Warrants”);


 


WHEREAS, on November 3, 2021,
the Company entered into a Private Placement Unit Subscription Agreement with Nomura Securities International, Inc. (“Nomura”),
Northland Securities, Inc. (“Northland”) and Drexel Hamilton, LLC (collectively with Nomura and Northland, the
 “Underwriters” and, together with the Sponsor, the “Private Purchasers”), pursuant
to which the Underwriters agreed to purchase, on a several but not joint basis, simultaneously with the closing of the Offering, an aggregate
of 115,000 units of the Company (the “Underwriter Private Placement Units” and, together with the Sponsor Private
Placement Units, the “Private Placement Units”) (or 125,000 Underwriter Private Placement Units if the Underwriters
exercise their Over-allotment Option in full) at a purchase price of $10.00 per Underwriter Private Placement Unit, with each Underwriter
Private Placement Unit consisting of one share of Common Stock and one-half of one warrant (each whole warrant, an “Underwriter
Underlying Warrant” and, the Underwriter Underlying Warrants together with the Sponsor Private Warrants, the “Private
Warrants”), and each Private Placement Unit bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an
affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but are not obligated to, loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into, at such person’s option,
(i) up to an additional 150,000 units (the “Working Capital Units” and, collectively with the Extension Units
(defined below), Public Units and the Private Placement Units, the “Units”) at a price of $10.00 per Working
Capital Unit, with each Working Capital Unit consisting of one share of Common Stock and one-half of one warrant (“WC Underlying
Warrant”) or (ii) up to an additional 1,500,000 warrants (“WC Warrant,” and each whole warrant,
whether WC Underlying Warrant or WC Warrant, a “Working Capital Warrant”);


 


WHEREAS, in order to extend
the period of time the Company has to consummate a Business Combination (defined below), the Sponsor or its affiliates or designees may,
but are not obligated to, loan the Company funds as the Company may require, of which up to $2,277,000 of such loans may be convertible
into up to 227,700 units identical to the Private Placement Units at a price of $10.00 per unit (or $2,475,000 of such loans may be convertible
into up to an additional 247,500 units, if the underwriters’ over-allotment option is exercised in full at a price of $10.00 per
unit) at the option of the Sponsor (the “Extension Units,” and the warrants underlying the Extension Units,
the “Extension Warrants”);


 


WHEREAS, following consummation
of the Offering, the Company may issue additional warrants that are governed by this Agreement (“Post-IPO Warrants”;
together with the Private Warrants, the Working Capital Warrants, the Extension Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination (defined below);


 






     


     


    

 


WHEREAS, each whole Warrant
entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described
herein;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No.
333-254479 (the “Registration Statement”) and prospectus (the “Prospectus”), for the
registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of
the Public Units and the Public Warrants and the Common Stock included in the Public Units;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.              
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.              
Warrants.


 


2.1.       
Form of Warrant. Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued,
shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by,
or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.


 


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


 


2.3.       
Registration.


 


2.3.1.              
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the
Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository
Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts
with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 






     


     


    

 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver
to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (each, a “Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with
appropriate insertions, modifications and omissions, as provided above.


 


2.3.2.              
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4.       
Detachability of Warrants. The shares of Common Stock and the Public Warrants comprising the Public Units shall begin separate
trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on
the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent
of Nomura, as the representative of the Underwriters, but in no event shall the shares of Common Stock and the Public Warrants comprising
the Public Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the
Company from the exercise by the Underwriters of their right to purchase additional Public Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company
issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5.       
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units. If, upon the detachment of Public Warrants from Public Units or otherwise, a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6.      
Private Warrants, Working Capital Warrants and Extension Warrants. The Private Warrants, the Extension Warrants and the
Working Capital Warrants shall be identical to the Public Warrants (including related to redemption rights), except that so long as they
are held by any of the Private Purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private
Warrants, the Extension Warrants and the Working Capital Warrants including the shares of Common Stock issuable upon exercise of the Private
Warrants, the Extension Warrants and the Working Capital Warrants, may not be transferred, assigned or sold until thirty (30) days after
the completion by the Company of an initial Business Combination (as defined below); provided, however, that the Private
Warrants, the Extension Warrants and the Working Capital Warrants and any shares of Common Stock held by the Private Purchasers or their
respective Permitted Transferees and issued upon exercise of the Private Warrants, the Extension Warrants and the Working Capital Warrants
may be transferred by the holders thereof, at any time:


 


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


 


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


 






     


     


    

 


(c) in the case of an individual,
by virtue of the laws of descent and distribution upon death of such individual;


 


(d) in the case of an individual,
pursuant to a qualified domestic relations order;


 


(e) by private sales or transfers
made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which
the shares of Common Stock or the Warrants, as the case may be, were originally purchased;


 


(f) in the event of the Company’s
liquidation prior to the consummation by the Company of a Business Combination;


 


(g) by virtue of the laws of
the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or


 


(h) in the case of the Underwriters,
to each Underwriter’s respective affiliates or any entity controlled by such Underwriter;


 


provided,
however, that, in the case of clauses (a) through (e), (g) or (h), these transferees (the “Permitted Transferees”)
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.7.       
Working Capital Warrants and Extension Warrants. The Working Capital Warrants and the Extension Warrants shall be identical
to the Private Warrants.


 


2.8.       
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 


3.              
Terms and Exercise of Warrants.


 


3.1.       
Exercise Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. Each whole
Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The term “Exercise Price” as
used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a cashless exercise, to
the extent permitted hereunder) at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Exercise Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed
or applicable law), provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to
Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2.       
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more
businesses (a “Business Combination”), and (ii) the date that is twelve (12) months from the date of the closing
of the Offering, and terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after
the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s
amended and restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination,
and (z) the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as
set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available.
Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section
6 hereof), each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in
its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide
at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further
that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary contained herein,
for so long as any Private Warrant is held by any Underwriter or its respective designees or affiliates, such Private Warrant may not
be exercised after five years from the effective date of the Registration Statement.


 






     


     


    

 


3.3.       
Exercise of Warrants.


 


3.3.1.              
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares
of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) payment in full of the Exercise Price for each share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


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


 


(b) in the event of a redemption
pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected
to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that
number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Exercise Price and the “Fair Market Value”, as defined in this subsection
3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair
Market Value” shall mean the average of the last reported sale prices of the Common Stock for the ten (10) trading days ending on
the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section
6 hereof;


 


(c) as provided in Section
7.4 hereof.


 


3.3.2.              
Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Exercise Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of shares of Common Stock to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such
Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing and subject to the Company’s
obligations in Section 7.4, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to
the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current or such Warrant is exercised
on a “cashless basis” in accordance with subsection 3.3.1(b) and Section 7.4 or a valid exemption from registration
is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of
a Warrant unless the shares of Common Stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of
a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b) and Section 7.4. If, by reason
of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number
of shares of Common Stock to be issued to such holder.


 






     


     


    

 


3.3.3.              
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
and the Company’s amended and restated certificate of incorporation, as further amended from time to time, shall be validly issued,
fully paid and non-assessable.


 


3.3.4.              
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Exercise Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5.              
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such
exercise, such holder (together with such holder’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”) of the
shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such holder and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares
of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
holder and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number
of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the
Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing
with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to
time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






     


     


    

 


4.              
Adjustments.


 


4.1.       
Stock Dividends.


 


4.1.1.              
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock.
A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in
such rights offering that are convertible into or exercisable for shares of Common Stock) and (ii) one (1) minus the quotient of (x) the
price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the
price payable for shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price
of shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.


 


4.1.2.              
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection
with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or
timing of the Company’s obligation to redeem 100% of the public shares of Common Stock if the Company does not complete the Business
Combination within the period set forth in the Company’s amended and restated certificate of incorporation, as may be further amended
from time to time, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity or (e) in connection with the redemption of public shares of Common Stock upon the failure of the Company to complete its initial
Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to
herein as an “Extraordinary Dividend”), then the Exercise Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in
good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of
Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Exercise Price or to the number of shares of Common Stock issuable on exercise of each Warrant)
does not exceed $0.50 (being 5% of the offering price of the Public Units in the Offering).


 


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


 


4.3.       
4.3 Adjustments in Exercise Price.


 


4.3.1.              
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.


 






     


     


    

 


4.3.2.              
If (x) the Company issues additional shares of Common Stock or debt or equity securities that are convertible into or exercisable
or exchangeable for shares of Common Stock in a financing transaction in connection with the closing of its initial Business Combination,
including, but not limited to, a private placement of such equity or debt, at an issue price or effective issue price of less than $9.20
per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates,
as applicable, prior to such issuance)(the “Newly Issued Price”), (y) aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, inclusive of interest thereon, available for the funding of an initial Business
Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average
trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
an initial Business Combination (such price, the “Market Value”) is below $9.20 per share (as adjusted for stock
splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Exercise Price shall be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share
redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price.


 


4.4.       
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another
entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event. If any reclassification or reorganization also results in a change in shares of Common Stock covered
by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Exercise Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 


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


 


4.6.       
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares of Common Stock upon the exercise of Warrants. If the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number
the number of shares of Common Stock to be issued to such holder.


 






     


     


    

 


4.7.       
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Exercise Price and the same number of shares of Common Stock as is stated in
the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be
in the form as so changed.


 


4.8.       
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment, provided, however,
that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection
with the Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 


4.9.       
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of
an adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”)
into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant
to the Company’s certificate of incorporation, as amended from time to time.


 


5.              
Transfer and Exchange of Warrants.


 


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


 


5.2.       
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate
and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Warrants, the Extension Warrants and the
Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants
must also bear a restrictive legend.


 


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


 


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


 


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


 






     


     


    

 


5.6.       
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Public Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Public Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer
the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any
transfer of Public Warrants on and after the Detachment Date.


 


6.              
Redemption.


 


6.1.       
Redemption. At any time while the Warrants are exercisable and prior to their expiration, the Company may, at its option,
redeem all (and not part) of the Warrants at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as
described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided
that the last reported sales price of the Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section
4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to
the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares
of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the Public Warrants become redeemable
by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Public
Warrants is not exempt from registration or qualification under applicable state blue sky laws and the Company is unable to effect such
registration or qualification. The Company agrees to use its best efforts to register or qualify the shares of Common Stock issuable upon
exercise of the Warrants under the blue sky laws of the States in which the Public Warrants were offered in the Offering.


 


6.2.       
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the Warrant
Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. For the avoidance of doubt, the Warrants must be exercisable during the entire 30-day Redemption Period.


 


6.3.       
Exercise after Notice of Redemption. The Warrants (including the Private Warrants and the Working Capital Warrants) may
be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date.
In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1(b), the notice of redemption shall contain the information necessary to calculate the number of shares
of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in
subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7.              
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.       
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


7.2.       
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 






     


     


    

 


7.3.       
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.       
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1.              
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30)
days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall
use its best efforts to cause the same to become effective within 60 Business Days following the Company’s initial Business Combination
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the
60th Business Day following the closing of the Company’s initial Business Combination, holders of the Warrants shall have the right,
during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the offer and sale of the shares of Common Stock issuable upon exercise of the Warrants , to exercise such Warrants
on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Exercise Price and the “Fair
Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants
or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request,
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Public Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act
(or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall
continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2.              
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, require holders of Warrants who
exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute)
as described in subsection 7.4.1, and, in the event the Company so elects, the Company shall not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants,
notwithstanding anything in this Agreement to the contrary. If the Company does not (pursuant to the preceding sentence) elect at the
time of exercise to require a holder of Warrants who exercises such Warrants on a “cashless basis,” it agrees to use its best
efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrant under the blue sky laws of the state of
residence of the exercising Warrant holder to the extent an exemption is not available.


 


8.              
Concerning the Warrant Agent and Other Matters.


 


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


 






     


     


    

 


8.2.       
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 


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


 


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


 


8.3.       
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4.       
Liability of Warrant Agent.


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


9.               
Miscellaneous Provisions.


 


9.1.       
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2.       
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


Lionheart III Corp

4218 NE 2nd Avenue


Miami, Florida 33137


Attn: Ophir Sternberg, Chairman, President
and Chief Executive Officer


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 






     


     


    

 


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


 


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


 


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


 


9.5.       
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6.       
Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,”
 “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document
related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code.


 


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


 


9.8.       
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Registration Statement, or curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments,
including any amendment to increase the Exercise Price or shorten the Exercise Period, shall require the vote or written consent of the
Registered Holders of 50% of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Exercise Price or
extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.


 






     


     


    

 


9.9.       
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]





 






     


     


    

 


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


 


	 	LIONHEART III CORP
	 	 
	 	By:	/s/ Ophir Sternberg
	 	Name: Ophir Sternberg
	 	Title: Chairman, President and Chief Executive Officer



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Douglas Reed
	 	Name: Douglas Reed
	 	Title: Vice President


 


[Signature Page to Warrant Agreement]


 






     


     


    

 





Exhibit A


 


Form of Warrant Certificate





 






     


     


    

 


[Form of Warrant Certificate]


[FACE]


Number


Warrants


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


Lionheart III Corp


Incorporated
Under the Laws of the State of Delaware


 


CUSIP 536262 116


 


Warrant Certificate


 


This
Warrant Certificate certifies that             , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Stock”), of Lionheart III Corp, a Delaware corporation (the “Company”). Each whole Warrant entitles
the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as
provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The
number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


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


 


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


 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws
principles thereof.


 









     


     


    

 


	 	LIONHEART III CORP
	 	 
	 	By:	                    
	 	Name:  
	 	Title:  



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	                      
	 	Name:  
	 	Title:  


 



[Signature Page to Warrant Certificate]


 






     


     


    

 





[Form of Warrant Certificate]


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of November 3, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 





Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of Lionheart III Corp (the “Company”) in the amount of $                 in accordance
with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of               ,
whose address is and that such shares of Common Stock be delivered to whose address is                       . If said number of shares of Common Stock
is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name of , whose address is and that such Warrant Certificate
be delivered to                   , whose address is                    .


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


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


 


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


 


[Signature Page Follows]


 









     


     


    

 


	Date:                 , 20 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).





 






     


     


    

 


Exhibit B


 


Restrictive Legends


 


Securities held by sponsor:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF
COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP
PURSUANT TO A PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENT BETWEEN LIONHEART III CORP AND LIONHEART EQUITIES, LLC AND MAY ONLY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE SUBSCRIPTION
AGREEMENT.


 


Securities
held by the underwriters:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF
COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP
PURSUANT TO A PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT AMONG LIONHEART III CORP, NOMURA SECURITIES INTERNATIONAL, INC., NORTHLAND
SECURITIES, INC. AND DREXEL HAMILTON, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.