Exhibit
4.1


 


WARRANT
AGREEMENT


 


between


 


FINNOVATE ACQUISITION CORP.


 


and



CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of November 8, 2021, is by and between Finnovate Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS,
in connection with the Company’s Offering (as defined below), the Company entered into that certain Private Warrants Purchase Agreement,
dated as of November 8,  2021(the “Sponsor Private Warrants Purchase Agreement”), with Finnovate Sponsor L.P.,
a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor agreed to purchase, simultaneously
with the closing of the Offering, an aggregate of 7,400,000 warrants (or up to 8,234,038 warrants if the Over-allotment Option (as defined
below) is exercised in full) at a purchase price of $1.00 per warrant, each warrant bearing the legend set forth in Exhibit B
hereto (the “Sponsor Private Placement Warrants”). Each Sponsor Private Placement Warrant entitles the
holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 (“Class A Ordinary Share”)
at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS,
simultaneously with entering into the Sponsor Private Warrants Purchase Agreement and in connection with the Company’s Offering,
the Company entered into that certain Private Warrants Purchase Agreement, dated as of November 8, 2021, with EarlyBirdCapital, Inc.,
a New York corporation (“EBC”), pursuant to which EBC agreed to purchase, simultaneously with the closing of
the Offering, an aggregate of 500,000 warrants (or up to 556,962 warrants if the Over-allotment Option is exercised in full) at a purchase
price if $1.00 per warrant, each warrant bearing the legend set forth in Exhibit B hereto (the “EBC Private Placement
Warrants” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”).
Each EBC Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share,
subject to adjustment, terms and limitations as described herein; and


 


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 officers and directors may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 




    	 



     


    

 











WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units (the “Units”),
each such Unit comprised of one Class A Ordinary Share and three-quarters of one warrant (the “Public Warrants”
and, together with the Private Placement Warrants, the “Warrants”), and, in connection therewith, has determined
to issue and deliver up to 11,250,000Public Warrants (or up to 12,937,500Public Warrants if the Over-allotment Option is exercised in
full) to public investors in the Offering. Each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share
at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-260261 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Class A Ordinary Shares included in the Units; and


 


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; and


 


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, 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.


 


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


 




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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, 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. 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 institutions that have accounts with The Depository
Trust Company (the “Depositary”) (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 Public Warrant, and the Company shall
instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall
be in the form annexed hereto as Exhibit A.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Chief Operating 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.


 


2.3.2 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 any physical 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 Class A Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the
90th day following the date of the Prospectus or, if such 90th day is not on 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 EBC, but in no event shall the Class A Ordinary Shares and the Public Warrants
comprising the 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 Units in the
Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of
the Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.


 




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2.5 No Fractional Warrants. The Company shall not issue fractional Warrants. If for any reason 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 Placement Warrants. The Private Placement Warrants will be issued in the same form as the Public Warrants. 


 


3 Terms and Exercise of Warrants.


 


3.1 Warrant
Price. Each whole Warrant (if in certificated form, when countersigned by the Warrant Agent), 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
Class A Ordinary Shares 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. The term “Warrant 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 Class A Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less
than twenty (20) Business Days, 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 date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), and terminating at 5:00 p.m., New York City time, on the earliest to
occur of: (x) 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 memorandum and articles of
association, as amended from time to time, if the Company fails to complete a Business Combination, or (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. Except with respect to the right to receive the Redemption Price (as defined
below), 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 term
“outstanding” as used in this Agreement with respect to any securities shall mean securities that are issued and
outstanding. 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.


 




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3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, (if in certificated form, when countersigned
by the Warrant Agent), may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at
the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed (or, in the case of Warrants held through the Depositary in uncertificated or book-entry only
form, through the applicable procedures of the Depositary), and by paying in full the Warrant Price for each Class A Ordinary Share
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 Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows:


 


(a)
in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;


 


(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 Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A
Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection
‎3.3.1(b)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection
‎3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the Class A
Ordinary Shares for the five (5) 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; or


 


(c)
as provided in Section 7.4 hereof.


 


3.3.2 Issuance
of Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant 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 full Class A Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of
members of the Company, 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 as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any Class A Ordinary Shares 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 covering the
issuance of the Class A Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is
current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the
Company shall not be obligated to issue Class A Ordinary Shares upon exercise of a Warrant unless the Class A Ordinary
Shares 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 Public Warrants shall have paid the full purchase price for the Unit solely for the Class A Ordinary Shares
underlying such Unit. In no event will the Company be required to net cash settle any Warrant. The Company may require holders of
Public Warrants to settle the Warrant on a “cashless basis” pursuant to Sections 6 and ‎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 Class A Ordinary Shares, the Company shall round down to the nearest whole
number, the number of Class A Ordinary Shares to be issued to such holder.


 




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3.3.3 Valid Issuance. All Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company, following the necessary updates to the Register of
Members of the Company, shall be validly issued as 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 Class A Ordinary Shares
is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder
of record of such Class A Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was
surrendered and payment of the Warrant 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 register of members 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 Class A Ordinary Shares 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 person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum
Percentage”) of the Class A Ordinary Shares outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of Class A Ordinary Shares beneficially owned by such person and its
affiliates shall include the number of Class A Ordinary Shares issuable upon exercise of the Warrant with respect to which the
determination of such sentence is being made, but shall exclude Class A Ordinary Shares that would be issuable upon
(x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person 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 person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares 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 issued and outstanding Class A Ordinary Shares, the holder may rely on the number of issued and
outstanding Class A Ordinary Shares 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 Continental Stock Transfer
& Trust Company, as transfer agent (the “Transfer Agent”), setting forth the number of Class A
Ordinary Shares 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 Class A Ordinary Shares then
outstanding. In any case, the number of issued and outstanding Class A Ordinary Shares 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 issued and outstanding Class A Ordinary Shares 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.


 




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4 Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1
Sub-Divisions. If after the date hereof, and subject to the provisions of Section ‎4.6 below, the number of
issued and outstanding Class A Ordinary Shares is increased by a capitalization payable in Class A Ordinary Shares, or by a sub-division
of Class A Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar
event, the number of Class A Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase
in the issued and outstanding Class A Ordinary Shares. A rights offering to holders of Class A Ordinary Shares entitling holders to purchase
Class A Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share capitalization
of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares 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 Class A
Ordinary Shares) multiplied by (ii)one (1) minus the quotient of (x) the price per Class A Ordinary Shares 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 Class A Ordinary Shares, in determining the price payable for Class A Ordinary
Shares, 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 Class A Ordinary Shares as
reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary
Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 




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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 Class A Ordinary Shares on account of such Class A
Ordinary Shares (or other securities 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 Class A
Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders
of Class A Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and
articles of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares
if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other
provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption
of public shares 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 Warrant 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 Class A
Ordinary Share 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 Class A Ordinary Shares 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 Warrant Price or to the number of Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being
5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants
are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions
on the Class A Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price
will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference
between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such
$0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following
the closing of the Company’s initial Business Combination, there were total of 100,000,000 shares outstanding and the Company paid
a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then
no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per
share which is less than $0.50 per share.


 


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


 




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4.3 Adjustments in Exercise Price. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants
is adjusted, as provided in subsection ‎4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of
which shall be the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment,
and (y) the denominator of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter. In addition,
if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection
with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary
Share (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, the initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any
founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders or their respective affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination
on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Company’s Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day
on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below
$9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market
Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1)
will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued
Price.


 


4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the issued and outstanding Class A Ordinary Shares (other than a change under Section ‎4.1
or Section 4.2 hereof or that solely affects the par value of such Class A Ordinary Shares), 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
issued and outstanding Class A Ordinary Shares), or in the case of any sale or conveyance to another corporation or 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 Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares or 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 Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior
to such event. If any reclassification also results in a change in the Class A Ordinary Shares covered by Section 4.1,
4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2 and 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 Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 




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4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares 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 upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section ‎4, 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 Class A Ordinary Shares 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 Warrant Price and the same number of shares 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 the 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 a Business Combination. The Company shall adjust the terms
of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 




    	10



     


    

 





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 in the
event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement 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, except as part of the Units.


 


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 Private Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation
by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s
or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders
or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s
immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case
for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic
relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii)
in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally
purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix)
in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital
stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s
prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such
Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the
transferor is bound by.


 




    	11



     


    

 





5.7 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
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 Warrants
on and after the Detachment Date.


 


6 Redemption.


 


6.1 Redemption. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they
are exercisable and prior to their expiration, 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”),
if and only if: (i) the last sales price of the Class A Ordinary Shares reported has been at least $18.00 per share (subject
to adjustment in compliance with Section ‎4 hereof) (the “Redemption Trigger Price”),
for any twenty (20) trading days within the thirty (30) trading-day period commencing after the Public Warrants become exercisable
and ending on the third trading day prior to the date on which notice of the redemption is given; and (ii) there is an effective
registration statement covering the Class A Ordinary Shares 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.


 


6.2 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section
‎6.1, 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 Public Warrants to be redeemed at their last
addresses as they shall appear on the registration books. 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.


 




    	12



     


    

 





6.3 Exercise After Notice of Redemption. The 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, the notice of redemption
shall contain the information necessary to calculate the number of Class A Ordinary Shares 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 Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder 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 shareholders in respect of the general meetings of the Company or the appointment 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 Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Class A Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 




    	13



     


    

 





7.4
Registration of Class A Ordinary Shares; Cashless Exercise at Company’s Option.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of
its initial Business Combination, it shall use its reasonable best efforts to file with the Commission a registration statement covering
the issuance, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants. The Company shall
use its reasonable best efforts to cause the same to become effective 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 Business
Combination, holders of the applicable 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 Class A Ordinary
Shares issuable upon exercise of the applicable 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 Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the exercise
price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection ‎7.4, “Fair Market
Value” shall mean the volume weighted average price of the Class A Ordinary Shares as reported during the five (5) trading
day period ending on the third 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 Warrants on a “cashless basis” in accordance
with this subsection ‎7.4 is not required to be registered under the Securities Act and (ii) the Class A
Ordinary Shares 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. 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. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior
written consent of EBC. 


 


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 Class A Ordinary Shares 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.


 


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, her or its 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.


 




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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 Class A Ordinary Shares 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 will 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, Chief Operating Officer, 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, out-of-pocket
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.


 




    	15



     


    

 





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 Class A Ordinary Shares
to be issued pursuant to this Agreement or any Warrant or as to whether any Class A Ordinary Shares 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 Class A
Ordinary Shares 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 Continental Stock Transfer & Trust Company 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:


 


Finnovate
Acquisition Corp.


 


The
White House, 20 Genesis Close, George Town


Grand
Cayman KY1 1208,


Cayman
Islands

Attention: Ron Golan, Chief Financial Officer


 




    	16



     


    

 





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

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


In
each case, with copies to:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn.:
Steven Levine


Email:
slevine@ebcap.com


 


9.3
Applicable Law. 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 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. The foregoing exclusive jurisdiction under this Agreement is not binding on holders of Warrants and shall not
apply to any action, proceeding or claim arising under, or brought pursuant to, the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.


 


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, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, EBC, 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. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4,
9.4 and 9.8 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, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, EBC, and their successors and
assigns and of the Registered Holders of the Warrants.


 




    	17



     


    

 


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. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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 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 Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered
Holders of 50% of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant 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. Any amendment shall affect the Public Warrants and Private Warrants equally. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of EBC.


 


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.


 


Exhibit
A Form of Warrant Certificate


 


Exhibit
B Legend


 


[Signature
Page Follows]


 




    	18



     


    

 





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


 


	 	FINNOVATE
    ACQUISITION CORP.
	 	 
	 	By:	/s/
    David Gershon
	 	Name:	David
                                            Gershon

	 	Title:	Chairman
                                            and Chief Executive Officer

	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/
Doug C. Reed
	 	Name:	Doug
                                            C. Reed

	 	Title:	Vice
                                            President






 


[Signature
Page - Warrant Agreement]

 




    	19



     


    

 





EXHIBIT
A


 


[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


FINNOVATE
ACQUISITION CORP.


Incorporated
Under the Laws of the Cayman Islands


 


CUSIP:
G3R34K 111


 


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 Class A ordinary shares, $0.0001 par value (“Class A
ordinary shares”), of Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”).
Each 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 Class A ordinary shares 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” only as explicitly 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
Warrant is initially exercisable for one fully paid and non-assessable Class A ordinary share. 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 Class A
ordinary share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to
be issued to the Warrant holder. The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The
initial Exercise Price per one Class A ordinary share for any Warrant is equal to $11.50 per share. The Exercise Price is subject
to adjustment upon the occurrence of certain events as 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.


 





	 	FINNOVATE
    ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	                
	 	Title:	 





 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 



 






    	 



     


    

 


[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
Class A ordinary shares and are issued or to be issued pursuant to a Warrant Agreement dated as of November 8, 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” only as explicitly 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 issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the Class A ordinary shares is current, except through “cashless
exercise” only as explicitly provided for in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Class A ordinary shares 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 Class A ordinary share, the Company shall, upon exercise, round
down to the nearest whole number of Class A ordinary shares 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 shareholder 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 Class A ordinary
shares and herewith tenders payment for such Class A ordinary shares to the order of Finnovate Acquisition Corp. (the “Company”)
in the amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary
shares be registered in the name of [●], whose address is [●] and that such Class A ordinary shares be delivered to
[●] whose address is [●]. If said number of Class A ordinary shares is less than all of the Class A ordinary shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A
ordinary shares 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 Class A ordinary
shares 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 Class A ordinary shares 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 Class A ordinary shares 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 Class A ordinary shares. If said number of shares is less than all of the Class A ordinary
shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Class A ordinary shares be registered in the name of [●], whose address is [●]
and that such Warrant Certificate be delivered to [●], whose address is [●].


 


[Signature
Page Follows]


 




    	 



     


    

 


Date:
                 , 2021


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
    Identification Number)
	 	 
	Signature
Guaranteed:	 
	 	 
	 	 


 


THE
SIGNATURE(S) MUST 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) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




    	 



     


    

 


EXHIBIT
B


 


LEGEND


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON
TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG FINNOVATE ACQUISITION CORP. (THE “COMPANY”), FINNOVATE SPONSOR L.P.
AND THE OTHER PARTIES THERETO. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS AFTER THE DATE
UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DESCRIBED IN THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO
A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED HEREBY AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


NO.
                    
WARRANT