Exhibit 10.1


 


Execution Version


 


WARRANT AGREEMENT


 


Orion
biotech OPPORTUNITIES Corp.


 


and


 


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY


 


Dated May 12, 2021


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated May 12, 2021, is by and between Orion Biotech Opportunities Corp., a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that
the Company enter into that certain Private Placement Warrants Purchase Agreement with Orion Sponsor Holdings, LLC, a Cayman Islands limited
liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 4,333,333 private
placement warrants (or 4,733,333 private placement warrants if the Over-allotment Option (as defined below) is exercised in full) simultaneously
with the closing of the Offering (as defined below) (and the 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;


 


WHEREAS, in connection with
the consummation of the Offering (as defined below), the Company will enter into that certain Forward Purchase Agreement with MSD Partners,
L.P. (the “Forward Purchase Investor”) pursuant to which the Forward Purchase Investor will be issued
warrants bearing the legend set forth in Exhibit B hereto (the “Forward Purchase Warrants”) in a private
placement transaction to occur concurrently with the closing of the Company’s initial Business Combination (as defined below);


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
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 1,000,000
Private Placement Warrants at a price of $1.50 per Private Placement Warrant;


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of the Company’s units, each such unit comprised of one
Ordinary Share and one-fifth of one Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 4,600,000 redeemable warrants (including up to 600,000 redeemable warrants pursuant to the Over-allotment
Option) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement
Warrants and the Forward Purchase Warrants, the “Warrants”);


 


WHEREAS, each whole Warrant
entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”), for $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No.
333-253548, and a 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 Ordinary Shares included in the Units;


 


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


 




     


     


    

  


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


 


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


 


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


 


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



 


		2.	Warrants.



  


2.1 Form of Warrant.
Each Warrant shall initially be issued in registered form only.


 


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


 


2.3 Registration.


 


2.3.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. 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 (“Definitive Warrant Certificates”)
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,
President, 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.


 




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2.4 Detachability of Warrants.
The 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 Cantor Fitzgerald & Co., but in no
event shall the 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 underwriter of its 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 Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall
begin.


 


2.5 Fractional Warrants.
The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and
one-fifth 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;
Forward Purchase Warrants.


 


2.6.1 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) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection
3.3.1(b) hereof, (ii) including the 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) shall not be redeemable
by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if
the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof);
provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares 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 or partners of
the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;


 


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


 


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


 


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


 


(e) by private sales or transfers
made in connection with any forward purchase agreement or similar agreement or in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were
originally purchased;


 


(f) by virtue of the Sponsor’s
organizational documents upon liquidation or dissolution of the Sponsor;


 


(g) to the Company for no
value for cancellation in connection with the consummation of its initial Business Combination;


 




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


 


(i) in the event of the Company’s
completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having
the right to exchange their 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.


 


2.6.2 Forward Purchase
Warrants. The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.


 


3.
Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each
whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of 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) described in the prior sentence at which 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 fifteen (15) Business Days (unless otherwise required by the Commission, any national securities exchange
on which the Warrants are listed or applicable law); provided that the Company shall provide at least five (5) 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”) (A) commencing on the later of: (i)
the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and (ii) the date that
is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New
York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y)
the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as
the same may be amended from time to time, the “Charter”) 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 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 4 hereof), Section 6.2 hereof, 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 or a valid exemption therefrom being available. Except with respect to the right to receive
the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or its Permitted
Transferees in connection with 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 4 hereof), Section 6.2 hereof) in the event of a redemption
(as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor or its Permitted
Transferees in the event of 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 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders
of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 




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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 may be exercised by the Registered Holder thereof by delivering to the
Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in
the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary
Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each 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 Ordinary Shares and the issuance
of such Ordinary Shares, as follows:


 


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


 


(b) with respect to any Private
Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants
for that number of Ordinary Shares equal to (i) if 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 (as defined below) and (ii) in all other
scenarios the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(b)) over the
Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor
Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading
days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the
Warrant Agent;


 


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


 


(d) on a cashless basis as
provided in Section 7.4 hereof.


 


3.3.2 Issuance of 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 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 Ordinary Shares as to which such Warrant
shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any 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 with respect to the 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 or a valid exemption from registration is available.
No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the
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. Subject to Section 4.6 of this Agreement,
a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. 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 an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to
be issued to such holder.


 


3.3.3 Valid Issuance.
All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.


 




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3.3.4 Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for 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 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 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 4.9% or 9.8% (as specified
by such holder) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and
its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude 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 Ordinary Shares, the holder may rely on the number of outstanding 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 (in such capacity, the “Transfer
Agent”), setting forth the number of 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
Ordinary Shares then outstanding. In any case, the number of issued and outstanding 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 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 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 Ordinary Shares
is increased by a capitalization or share dividend of Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then,
on the effective date of such capitalization or share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made
to all or substantially all holders of Ordinary Shares entitling holders to purchase 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 Ordinary Shares equal to the product of (i)
the number of 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 Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary
Share 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 Ordinary Shares, in determining the price payable for 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 the Ordinary
Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be
issued at less than their par value.


 




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4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary
Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other shares of the
Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the 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 provide holders of Ordinary Shares the right to have their shares redeemed in connection
with the Company’s initial Business Combination or to redeem 100% of the Company’s Ordinary Shares included in the Units sold
in the Offering (the “Public Shares”) if the Company does not complete its initial Business Combination within
the time period required by the Company’s amended and restated memorandum and articles of association, as amended from time to time,
or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares 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 Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each 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 Ordinary
Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (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 Ordinary Shares issuable on exercise of each Warrant
but only with respect to the amount of aggregate cash dividends and cash distributions equal to or 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 Ordinary Shares
is decreased by a consolidation, combination, reverse share split or reclassification of 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 Ordinary
Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.


 


4.3 Adjustments in Exercise
Price.


 


4.3.1 Whenever the number
of 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 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 Ordinary Shares so purchasable immediately thereafter.


 




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4.3.2 If (x) the Company issues
additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, other than for the Forward
Purchase Warrants and the Class A ordinary shares to be issued pursuant to the Forward Purchase Agreement, 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 (as adjusted
for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) per 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 shares of Founder Shares (as defined below) held by the Sponsor or such 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 funding the initial Business Combination
on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
the Business Combination (such price, the “Market Value”) is below $9.20 per Ordinary Share (as adjusted for stock splits,
stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price described under Section 6.1 and Section 6.2 will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under Section
6.2 will be adjusted (to the nearest cent) to be equal to 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 Ordinary Shares (other than
a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such 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
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
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 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 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 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 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 amended and restated memorandum and articles of association or as a result of the
repurchase of 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 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 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 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 hereto shall be taken into account, (ii) the price of each Ordinary Share shall be the
volume weighted average price of the Ordinary Shares 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 Ordinary Shares consists exclusively of cash, the amount
of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares 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 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 shall the Warrant Price
be reduced to less than the par value per share issuable upon exercise of such Warrant.


 




    	 	8	 



     


    

  


4.5 Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary 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 Ordinary 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 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 Ordinary 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.


 


4.9 No Adjustment. For
the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Company’s Class B ordinary shares (the “Founder Shares”) into Ordinary Shares or the conversion of the
Founder Shares into Ordinary Shares, in each case, pursuant to the Company’s amended and restated memorandum and articles of association.


 




    	 	9	 



     


    

  


5.
Transfer and Exchange of Warrants.


 


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


 


5.2 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with
respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee
of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however that in the event
that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private 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 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 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 $0.01 per Warrant,
provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof)
and (b) there is an effective registration statement covering the issuance of the 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 6.3 below).


 




    	 	10	 



     


    

  


6.2 Redemption of Warrants
When the Price per 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 commencing ninety (90) days after the commencement of the Exercise
Period and prior to the Expiration Date, 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 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 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 days period
described above ends.


               
 


	Redemption
 Date (period
 to expiration of	 	Fair Market Value of Class A Ordinary Shares	 
	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 Ordinary Shares to be issued
for each Warrant exercised in a Make-Whole Exercise shall 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 will be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
or the Warrant Price is adjusted as set forth under Section 4 hereof. If the number of shares issuable upon exercise of a Warrant
is adjusted, the adjusted share prices in the column headings will 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
prior to 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 4.3.2, 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 shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject
to adjustment).


 




    	 	11	 



     


    

  


6.3 Date Fixed for, and
Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to
Sections 6.1 or 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 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. As used in this Agreement, (a) “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and
(b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any 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.


 


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 hereof 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 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 hereof 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 its Permitted Transferees. However, once
such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the
Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 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 hereof. 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 hereof.


 


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


 




    	 	12	 



     


    

  


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


 


7.4.1 Registration of the
Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing
of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its
commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following 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 sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants
shall have the right, during the period beginning on the sixty-first (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 issuance of the Ordinary Shares issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis,” pursuant to Section 3.3.1, by exchanging the Warrants (in accordance
with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this
subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares
for the ten (10) 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 7.4.1 is not required to be registered under the Securities Act and (ii) the 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) 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 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 Ordinary Shares are at the time of any exercise of a Public 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, 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 as described in subsection 7.4.1 and (ii) in the event the
Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration,
under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to
the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise
of the Public Warrant under applicable blue sky laws 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 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 Ordinary 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 or other entity organized and existing under the laws of the
State of New York, in good standing and having its principal office in the United States of America, 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.


 




    	 	13	 



     


    

  


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 Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3 Merger or
Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity 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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or Secretary 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, fraud 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
outside 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, fraud 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 Ordinary Shares to be issued pursuant to this Agreement or any
Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 




    	 	14	 



     


    

  


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 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:


 


Orion Biotech Opportunities Corp.

645 Fifth Avenue, 21st Floor,

New York, New York 10022

Attention: Marcello Liguori


 


with copies to:



Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Christian O. Nagler


 


and


 


Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attention: Debbie P. Yee, P.C.


 


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, NY 10004

Attention: Compliance Department


 




    	 	15	 



     


    

 


 


9.3 Applicable Law and Exclusive
Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising
out of, or otherwise based on 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
forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought
to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States
of America are the sole and exclusive forum.


 


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


 


9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity
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 United States
of America, 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 (i) curing any ambiguity
or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or defective provision contained herein or (ii) adding or changing any 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 rights of the Registered Holders under this Agreement. All other modifications or amendments, including any modification or
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 and, solely with respect
to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement
Warrants, 50% of the then-outstanding Private Placement Warrants, and, solely with respect to any amendment to the terms of the Forward
Purchase Warrants or any provision of this Agreement with respect to the Forward Purchase Warrants, 50% of the then-outstanding Forward
Purchase 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.


 




    	 	16	 



     


    

  


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 — Private Placement Warrants and Forward Purchase
Warrants


  




    	 	17	 



     


    

 


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


 


	 	ORION BIOTECH OPPORTUNITIES CORP.
	 	 	 
	 	By:	/s/ Mark Kayal
	 	Name:	Mark Kayal
	 	Title:	Chief Financial Officer and Secretary
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 	 
	 	By:	/s/ Henry Farrell
	 	Name:	Henry Farrell
	 	Title:	Vice President


 


[Signature Page to Warrant
Agreement] 


 




     


     


    

 


EXHIBIT A


 


[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


 


Orion Biotech Opportunities Corp.


Incorporated Under the Laws of the Cayman Islands


 


CUSIP G6780C 117


 


Warrant Certificate


 


This Warrant Certificate certifies that
               , or registered assigns, is the registered
holder of                 warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”),
of Orion Biotech Opportunities 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 nonassessable 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. Fractional shares shall not 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 shall,
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.


 


	 	ORION BIOTECH OPPORTUNITIES 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 May 12, 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 Orion Biotech Opportunities 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 a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable.


 


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:


 


	 	(Signature)
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




     


     


    

 


EXHIBIT B



LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
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 ORION BIOTECH OPPORTUNITIES Corp. (THE “COMPANY”),
ORION SPONSOR HOLDINGS, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 THE RECITALS 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 BY THIS CERTIFICATE AND CLASS
A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [     ] WARRANT