Exhibit 4.4


 


FORM OF WARRANT AGREEMENT


 


between


 


SIEGER HEALTHCARE ACQUISITION CORP


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of                , 2021, is by and between Sieger Healthcare 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, on                 , 2021 the Company entered into that
certain Sponsor Warrants Purchase Agreement with Sieger Healthcare LLC, a Cayman Islands limited liability company (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 2,833,333 warrants (or up to 2,983,333 warrants if the Over-allotment
Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with
the closing of the Offering (and any closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto
(the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant. Each Private
Placement Warrant entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per
share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS, the Company has entered into those certain
Forward Purchase Agreements (the “Forward Purchase Agreements”) with certain investors listed on the signature
pages to the Forward Purchase Agreements pursuant to which such investors will be issued forward purchase warrants (the “Forward
Purchase Warrants”) in a private placement transaction to occur at or prior to the time of the Company’s initial Business
Combination (as defined below); 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 $2,000,000 of such loans may be convertible into up to an additional 1,333,333 Private Placement Warrants at a price of
$1.50 per Private Placement Warrant; and


 


WHEREAS, our Sponsor and its affiliates or designees
may, but are not obligated to, fund the trust account to extend the time for the Company to complete an initial Business Combination,
in the form of a loan, of which up to $1,725,000 of such loan may be convertible to up to an additional
1,150,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary
shares”), and one-third of one redeemable warrant (the “Public Warrants” and, together with the
Forward Purchase Warrants and the Private Placement Warrants, the “Warrants”), and, in connection therewith,
has determined to issue and deliver up to 2,875,000 Public Warrants (including up to 375,000 Public Warrants subject to the Over-allotment
Option) to public investors in the Offering. Each whole 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-[...]
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 (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.


 


2.2.  Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, such 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, 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, 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 52nd day following the date
of the Prospectus or, if such 52nd 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 Piper Sandler & Co., 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.


 


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, each of which is
comprised of one Class A ordinary share and one-third of one whole Public Warrant. If, upon the detachment of Public Warrants from
the 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 Placement
Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor
or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants may be exercised for cash or on a “cashless
basis,” pursuant to subsection ‎3.3.1(c) hereof, (ii) the Private Placement Warrants (including
the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall
not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) the Private Placement Warrants will be entitled
to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A
ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may
be transferred by the holders thereof:


 


(a)  to the Company’s officers
or directors, any affiliates or family members 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 the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization;


 


(c)  in the case of an individual,
by virtue of laws of descent and distribution upon death of the 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 any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased;


 






     


     


    

 


(f)   to a nominee or custodian
holding securities on behalf of a beneficial owner to whom a disposition or transfer would be permissible under clauses (a) through
(e) above;


 


(g) by virtue of the laws of the Cayman
Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon termination or dissolution of the
Sponsor;


 


(h)  in the event of the Company’s
liquidation prior to the Company’s completion of an initial Business Combination; and


 


(i)  in the event of the Company’s
completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of
the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in
the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


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 later of: (i) 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 (ii) the date that is twelve (12) months from the date of the closing of the Offering, and
terminating on 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
second amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business
Combination, and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees
with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”),
5:00 P.M., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3 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) (other than with respect to an Inapplicable Redemption) in the event of
a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant held by
the Sponsor or any of its Permitted Transferees in the event of an Inapplicable Redemption) 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.


 






     


     


    

 


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)  [Reserved];


 


(c)  with respect to any Private Placement
Warrant, so long as such Private Placement Warrant is held by the Sponsor or any of its Permitted Transferees, by surrendering the Warrants
for that number of Class A ordinary shares equal to (i) in connection with a redemption of Private Placement Warrants pursuant
to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise
and (ii) in all other scenarios 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(c))
over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection ‎3.3.1(c),
the “Fair Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant
Agent;


 


(d)  on a cashless basis, as provided
in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)  on a cashless basis, 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 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 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.


 






     


     


    

 


3.3.3.  Valid Issuance. All Class A
ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement 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 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; provided,
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 4.9%
or 9.8% (as specified by the holder) (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 outstanding Class A ordinary shares, the holder may rely on the number of 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 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 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.


 






     


     


    

 


4.  Adjustments.


 


4.1.  Capitalizations and Share Dividends.


 


4.1.1.  Subdivision. If after
the date hereof, and subject to the provisions of Section ‎4.6 below, the number of outstanding Class A
ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a subdivision of Class A
ordinary shares or other similar event, then, on the effective date of such share dividend, subdivision 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 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 “Historical Fair Market Value” (as defined below) shall be deemed a share dividend
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 Historical 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) “Historical 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.


 


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 second amended and restated memorandum and articles of association
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination or 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 shares 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).


 


4.2.  Aggregation of Shares. If
after the date hereof, and subject to the provisions of Section ‎4.6 hereof, the number of outstanding
Class A ordinary shares is decreased by a consolidation, combination, or reclassification of Class A ordinary shares or other
similar event, then, on the effective date of such consolidation, combination, 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 outstanding Class A ordinary
shares.


 


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 or its affiliates, without taking into account any founder shares (as defined
in the Prospectus) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”)
and (y) the volume weighted average trading price of the Company’s 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 higher
of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will
be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, 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 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 corporation (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 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 (the “Alternative Issuance”); provided, however, that (i) if the holders of the Class A
ordinary shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance
for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by
the holders of the Class A ordinary shares in such consolidation or merger that affirmatively make such election, and (ii) if
a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other
than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company
as provided for in the Company’s second amended and restated memorandum and articles of association or as a result of the repurchase
of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company
for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with
any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group
of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more
than 50% of the issued and outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Class A
ordinary shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the
consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant
Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes
Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of
this Agreement shall be taken into account, (ii) the price of each Class A ordinary share shall be the volume weighted average
price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the
effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function
on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the
assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively
of cash, the amount of such cash per Class A ordinary share, and (ii) in all other cases, the volume weighted average price
of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event. If any reclassification or reorganization also results in a change in Class A ordinary shares 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 Warrant
Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






     


     


    

 


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.


 


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.  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 of Warrants When the
Price per Class A Ordinary Share Equals or Exceeds $18.00. Subject to Section ‎6.5 hereof, 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 6.3 below,
at the price of $0.01 per Warrant (the “Redemption Price”), provided that 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),
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 (“Reference Value”) and provided that 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).


 


6.2.  Redemption of Warrants When the
Price per Class A Ordinary Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to
adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently
called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption
pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1 and receive a number of Class A ordinary shares determined by reference
to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and
the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted
average price of the Class A ordinary shares for the ten (10) trading days immediately following the date on which notice of
redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant
to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later
than one (1) Business Day after the ten (10) trading day period described above ends.


 






     


     


    

 


	Redemption Date
 (period to expiration of

 warrants)	 	 	≤$10.00
	 	 	$	11.00	 	 	$	12.00	 	 	$	13.00	 	 	$	14.00	 	 	$	15.00	 	 	$	16.00	 	 	$	17.00	 	 	 	≥$18.00
	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact Redemption Fair Market Value and Redemption
Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or
the Redemption Date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each Warrant
exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the
higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year,
as applicable.


 


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price
is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately after
such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4,
the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which
is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares
issued in connection with a Make-Whole Exercise exceed 0.361 Class A ordinary shares per Warrant (subject to adjustment).


 


6.3.  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 or Section 6.2,
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.


 






     


     


    

 


6.4.  Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof
and prior to the Redemption Date. 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.


 


6.5.  Exclusion of Private Placement
Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 shall not apply to
the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or
any of its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), the redemption rights provided in Section 6.2 shall not apply to the
Private Placement Warrants if at the time of redemption such Private Placement Warrants continue to be held by the Sponsor or any of its
Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees under Section ‎2.6),
the Company may redeem the Private Placement Warrants pursuant to Section ‎6.1 or Section 6.2
hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants
to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4. Private Placement Warrants that
are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall
become Public Warrants under this Agreement, including for purposes of Section 9.8.


 


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 meetings of shareholders 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 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.


 






     


     


    

 


7.4.  Registration of Class A Ordinary
Shares; Cashless Exercise at Company’s Option.


 


7.4.1.  Registration of the Class A
Ordinary Shares. 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 commercially 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 within sixty (60) Business Days after the closing
of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration or redemption 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 ‎7.4.1, “Fair Market Value” shall mean the volume
weighted average price of the Class A ordinary shares 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 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 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.
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 Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) as described in subsection ‎7.4.1 and (ii) 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 Class A
ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does
not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants
on a “cashless basis,” it agrees to use its reasonable best efforts to register or qualify for sale the Class A ordinary
shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence in those states in which the Public
Warrants were initially offered by the Company of the exercising Public 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 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.


 






     


     


    

 


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 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, 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.


 


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:


 


Sieger Healthcare Acquisition Corp



c/o Sieger Healthcare LLC


22/F, New World Tower 2


16-18 Queen's Road Central, Central


Hong Kong


Attention: Xuan Sun, Chief Executive Officer


 


With a copy to:


 


Cleary Gottlieb Steen & Hamilton LLP 


37th Floor, Hysan Place 


500 Hennessy Road 


Causeway Bay, Hong Kong 


Attention: Shuang Zhao


 


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


 


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.


 






     


     


    

 


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. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one
instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature
complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time,
or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed
to have been duly and validly delivered and be valid and effective for all purposes.


 


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 (i) 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 and (ii) to make any amendments that are necessary or desirable in the good faith determination
of the Company’s board of directors (taking into account then existing market precedents) to allow for the Warrants to be classified
as equity in the Company’s financial statements; provided that any such amendments shall not materially and 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 and any amendment to the terms of only the Private Placement Warrants, 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.


 


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]


 






     


     


    

 


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


 


	 	SIEGER HEALTHCARE ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


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


 


[Signature
Page - Warrant Agreement]


 






     


     


    

 


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


 


SIEGER HEALTHCARE ACQUISITION CORP 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP [●]


 


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 of $0.0001 par value (“Ordinary Shares”), of Sieger Healthcare 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
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” 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 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 an Ordinary Share, the Company will, upon exercise, round down to the nearest
whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of 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 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. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


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.


 






     


     


    

 


	 	SIEGER HEALTHCARE 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                     
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of                     ,
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 issuance of the Ordinary
Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary
Shares 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 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 an Ordinary
Share, the Company shall, upon exercise, round down to the nearest whole number of 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                     
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Sieger Healthcare Acquisition Corp (the “Company”)
in the amount of $                    
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name
of                     , whose address
is                      and that such
Ordinary Shares be delivered to                     
whose address is                     . If
said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such 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 6.2 of the Warrant Agreement and the holder has elected cashless exercise pursuant to Section 6.2
of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 6.2
of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement Warrant that is
to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of
Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) 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 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 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 Ordinary Shares. If said number
of shares is less than all of the 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 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 SEC 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 SIEGER HEALTHCARE ACQUISITION CORP (THE “COMPANY”), SIEGER HEALTHCARE LLC AND THE OTHER PARTIES THERETO, THE
SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH
THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION ‎3
OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 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