Exhibit 4.4


 


FORM OF WARRANT AGREEMENT


 


between


 


GATEWAY STRATEGIC ACQUISITION CO.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


  


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


 


WHEREAS, on ____________, 2021 the Company
entered into that certain Sponsor Warrants Purchase Agreement with Gaw Capital Acquisition Co., a Cayman Islands exempted company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,333,333 warrants
(or up to 5,933,333 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as
defined below) is exercised in full) simultaneously with the closing of the Offering (and any closing of the Over-allotment Option,
if applicable) bearing the legend set forth in Exhibit A hereto (the “Private Placement Warrants”)
at a purchase price of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase
one Class A ordinary share (as defined below) at a price of $11.50 per share, subject to adjustment, terms and limitations as described
herein;


 


WHEREAS, the Company has entered into those certain Forward Purchase Agreements (the “Forward Purchase Agreements”) with certain
investors listed on the signature pages to the Forward Purchase Agreements pursuant to which such investors will be issued forward purchase
warrants (the “Forward Purchase Warrants”) in a private placement transaction to occur at or prior to the time of the Company’s
initial Business Combination (as defined below);


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of
the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 1,333,333 Private Placement
Warrants at a price of $1.50 per Private Placement Warrant;


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary
shares”), and one-third of one redeemable warrant (the “Public Warrants” and, together with
the Private Placement Warrants, the “Warrants”), and, in connection therewith, has determined to issue
and deliver up to 10,000,000 Public Warrants (including up to 11,500,000 Public Warrants subject to the Over-allotment Option)
to public investors in the Offering. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein;


 


WHEREAS, the Company has filed with
the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-254614 and prospectus (the “Prospectus”), for the registration, under the Securities Act
of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Class A
ordinary shares included in the Units;


 


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. All of the Public Warrants shall
initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


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


 


2.3.           
Registration.


 


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


 






    


     


    

 


If the Depositary subsequently ceases to
make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form
annexed hereto as Exhibit B.


 


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.


 


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


 


2.5.           
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one Class A ordinary share and one-third of one whole Public Warrant. If, upon
the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant,
the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 






    


     


    

 


2.6.           
Private Placement Warrants.


 


2.6.1.     
 Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that
so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants
may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private
Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be
transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii)
the Private Placement Warrants shall not be redeemable by the Company and (iv) the Private Placement Warrants will be entitled
to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class
A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants
may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e)              
by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection
with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities were
originally purchased;


 


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


 


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


 


(h)              
in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;


 


(i)                 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 and the other restrictions contained in the letter agreement, dated as of the date hereof, by
and among the Company, the Sponsor and other Insiders (as defined therein).


 






    


     


    

 


3.                 
Terms and Exercise of Warrants.


 


3.1.            Warrant
Price. Each whole Warrant (if in certificated form, when countersigned by the Warrant Agent), shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, including without limitation, subsection 3.3.5 to
purchase from the Company the number of Class A ordinary shares stated therein, at the price of $11.50 per share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term
 “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants
pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Class A ordinary shares may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided that the Company shall provide
at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that
any such reduction shall be identical among all of the Warrants.


 


3.2.            Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a
merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses (a “Business Combination”), and (ii) the date that
is twelve (12) months from the date of the closing of the Offering, and terminating on the earliest to occur of: (x) 5:00
P.M., New York City time, on the date that is five (5) years after the date on which the Company completes its initial
Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated
memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business
Combination, and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or any of its
Permitted Transferees, 5:00 P.M., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant
shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with
respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant then held by the Sponsor or any of 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 6.1 hereof), Section 6.2 hereof) in the event of a
redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant
held by the Sponsor or any of its Permitted Transferees in the event of 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 6.1
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 term “outstanding” as used in this Agreement with respect to any securities shall mean
securities that are issued and outstanding. The Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice
of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical
in duration among all the Warrants.


 






    


     


    

 


3.3.           
Exercise of Warrants.


 


3.3.1.      Payment.
Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant (if in
certificated form, when countersigned by the Warrant Agent) may be exercised by the Registered Holder thereof by surrendering it, at
the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of
New York, with the subscription form, as set forth in the Warrant, duly executed (or, in the case of Warrants held through the
Depositary in uncertificated or book-entry only form, through the applicable procedures of the Depositary), and by paying in full of
the Warrant Price for each Class A ordinary share as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares and the issuance of such
Class A ordinary shares, as follows:


 


(a)              
in lawful money of the United States, in good certified check or good bank draft or by wire transfer of immediately available
funds to the Warrant Agent;


 


(b)              
[Reserved];


 


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


 


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


 


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


 


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


 






    


     


    

 


3.3.3.     
Valid Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this
Agreement and the Company’s amended and restated memorandum and articles of association (as amended from time to time, the
 “Articles”) shall be validly issued, fully paid and non-assessable.


 


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


 


3.3.5.      Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; 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), or any “group” of which such person
or its affiliates is a member, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) (the
 “Maximum Percentage”) of the Class A ordinary shares outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of Class A ordinary shares beneficially owned by such person
and its affiliates, or any “group” of which such person of its affiliates is a member, shall include the number of Class
A ordinary shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but
shall exclude Class A ordinary shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates, or any “group” of which such person or its affiliates is a member,
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, or any “group” of which such person or its affiliates is a member  (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”) and the applicable regulations of the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d)
of the Exchange Act and applicable regulations of the Commission, and the percentage held by a holder of a Warrant shall be determined
in a manner consistent with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described
in this subsection 3.3.5, 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 unless it provides to the Warrant Agent in its Election to Purchase, a certification that, upon after
giving effect to such exercise, such person (together with its affiliates) or any “group” of which such person or its affiliates
is a member, would beneficially own in excess of the Maximum Percentage of the Class A ordinary shares outstanding immediately after giving
effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding Class
A ordinary shares, the holder may rely on the number of outstanding Class A ordinary shares as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the
Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
Continental Stock Transfer & Trust Company, as transfer agent (the “Transfer Agent”), setting forth
the number of Class A ordinary shares outstanding. For any reason at any time, upon the written request of the holder of the
Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A
ordinary shares then outstanding. In any case, the number of outstanding Class A ordinary shares shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which
such number of outstanding Class A ordinary shares was reported. By written notice to the Company, the holder of a Warrant may from
time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






    


     


    

 


4.                 
Adjustments.


 


4.1.           
Share Dividends.


 


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


 


4.1.2.     
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay
a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such
Class A ordinary shares (or other securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary
shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a shareholder vote to amend the Articles (i) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public
shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to
any other material provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection
with the redemption of public shares upon the failure of the Company to complete its initial Business Combination (any such non-excluded
event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value
(as determined by the Board, in good faith) of any securities or other assets paid on each Class A ordinary shares in respect of
such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividends or cash distributions which, when combined on a per share basis with the per share amounts of all other
cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration
of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares
issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or 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 outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification
of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share
split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding Class A ordinary shares.


 


4.3.            Adjustments
in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is
adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator
of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately
thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital
raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue
price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good
faith by the Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any
founder shares (as defined in the Prospectus) held by the Sponsor or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”) and (y) the 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, and (z)
the volume weighted average trading price of the Company’s ordinary shares during the 10 trading day period starting on
the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the
 “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share
redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be
equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 






    


     


    

 


4.4.           
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Class A ordinary shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects
the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into another
entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing
corporation and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Class A ordinary
shares of the Company in substantially the same proportions immediately before such transaction and that does not result in any
reclassification or reorganization of the outstanding Class A ordinary shares), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”);
provided, however, that (i) if the holders of the Class A ordinary shares were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount
of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall
be deemed to be the weighted average of the kind and amount received per share by the holders of the Class A ordinary shares in
such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have
been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Articles or as
a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to
the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) 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 (or any successor rule)) 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 (or any successor rule)) more than 50% of the
outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in this Section 4; provided further that if less than 70% of the consideration receivable by
the holders of the Class A ordinary shares in the applicable event is payable in the form of capital stock or 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 (“Bloomberg”). For purposes
of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Class
A ordinary shares shall be the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be
the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day
of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury
rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary shares,
and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in Class A ordinary shares covered by subsection 4.1.1, then such adjustment shall be made
pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of
this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise
of the Warrant.


 






    


     


    

 


4.5.           
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class A 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 Class A 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 Class A ordinary shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Class A ordinary
shares to be issued to such holder.


 


4.7.           
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of Class A 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 “Class B
ordinary shares”) into Class A ordinary shares or the conversion of the Class B ordinary shares into Class
A ordinary shares, in each case, pursuant to the Articles.


 






    


     


    

 


5.                 
Transfer and Exchange of Warrants.


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


6.                 
Redemption.


 


6.1.           
 Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are
exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at the price of $0.01 per Warrant (the “Redemption Price”),
provided that the last sales price of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending
on the third trading day prior to the date on which notice of the redemption is given (“Reference Price”) and provided
that there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2
below).


 


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


 


	Redemption
    Date
 (period to
 expiration of 
warrants)	 	≤$10.00





	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00





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




 


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


 


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


 






    


     


    

 



 


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


 


6.4.           
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


7.4.2.      Cashless
Exercise at Company’s Option. If the Class A ordinary shares are at the time of any exercise of a Warrant not
listed on a national securities exchange such that they satisfy the definition of a “covered security” under
Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public
Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the
event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the
registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants,
notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require
a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,”
it agrees to use its commercially reasonable  efforts to register or qualify for sale the Class A ordinary shares issuable upon
exercise of the Public Warrant under the blue sky laws of the state of residence in those states in which the Public Warrants
were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not
available.


 






     


     


    

 


8.             Concerning the Warrant Agent and Other Matters.


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


8.3.           
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4.           
Liability of Warrant Agent.


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


9.             Miscellaneous
Provisions.


 


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


 


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


 


Gateway Strategic Acquisition Co.

18/F, 68 Yee Wo Street


Causeway Bay, Hong Kong


Attention: Hing Bong Humber Pang, Chief Executive Officer


 


With a copy to:


 


White & Case


9th Floor, Central Tower


28 Queen’s Road Central, Central, Hong Kong


Attention: Jessica Zhou, Esq.


 






     


     


    

 


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


 


[Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department] 


 


9.3.           
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. 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 of the forum provisions above, is filed in a court
other than a court located within the State of New York or the United States District Court for the Southern District of New York
(a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x)
the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court
for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
 “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action
by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


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


 


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


 






     


     


    

 


9.6.           
 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by
facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act
(N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and
the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


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


 


9.8.            Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or correcting any mistake,
including to conform the provisions herein to the description of the terms of the Warrants and this Agreement set forth in the Prospectus,
or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance
with this Agreement, (iii) making any amendments that are necessary in the good faith determination of the Board (taking into account
then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements, or
(iv) 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 interest of the Registered Holders under this Agreement in any
material respect. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise
Period, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants; provided
that, 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. 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. Notwithstanding anything to the contrary herein, after the issuance of the Forward Purchase Warrants
and prior to the effectiveness of a registration statement covering the resale of the Forward Purchase Warrants and the Class A ordinary
shares underlying such Forward Purchase Warrants, any amendment to the terms of the Forward Purchase Warrants shall require the vote
or written consent of the Registered Holders of 50% of the then outstanding Forward Purchase Warrants. Upon effectiveness of the registration
statement covering the resale of the Forward Purchase Warrants and the Class A ordinary shares underlying such Forward Purchase Warrants,
the Public Warrants and Forward Purchase Warrants will vote together as a single class on all matters submitted to vote of the holders
of the Warrants.


 


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 Legend


 


Exhibit B Form of Warrant Certificate


 


[Signature Page Follows]


 






     


     


    

 


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


 


	 	GATEWAY STRATEGIC ACQUISITION CO.
	 	 	 
	 	By:	 
	 	 	Name:Hing Bong Humbert Pang
	 	 	Title:Chief Executive Officer



 


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



 


[Signature Page
- Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


LEGEND


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE LETTER AGREEMENT BY AND AMONG GATEWAY STRATEGIC ACQUISITION CO. (THE “COMPANY”), GAW CAPITAL ACQUISITION CO. AND
THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30)
DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH
THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


NO.          WARRANT


 






     


     


    

 


EXHIBIT B


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

GATEWAY STRATEGIC ACQUISITION CO.

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G37669 119


 


Warrant Certificate


 


This Warrant Certificate certifies that           , or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”), of Gateway Strategic
Acquisition Co., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder,
upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of
fully paid and non-assessable Class A ordinary shares as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
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 Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder. The number of
Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 






     


     


    

 


	 	Gateway Strategic Acquisition Co.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


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



 






     


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued or to
be issued pursuant to a Warrant Agreement dated as of [    ], 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 Class A ordinary shares to be issued upon exercise is effective under the Securities Act of 1933, as amended and (ii) a
prospectus thereunder relating to the Class A ordinary shares is current, except through “cashless
exercise” as provided for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection
3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to such holder, and such holder may not
acquire, any right it might have to acquire, a number of Class A ordinary shares upon exercise of any Warrant to the extent that,
upon such exercise, the number of Class A ordinary shares then beneficially owned by such holder would exceed the Maximum Percentage
of Class A ordinary shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection
3.3.5 of the Warrant Agreement. 


 


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


 


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


 


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


 


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


 






     


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant is a Private Placement Warrant
that is to be exercised on a “cashless” basis pursuant to the Warrant Agreement, the number of Class A ordinary shares
that this Warrant is exercisable for shall be determined in accordance with the Warrant Agreement.


 


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


 


By signing this Election to Purchase, the undersigned hereby certifies that such election will not result in the undersigned beneficially
owning Class A ordinary shares in excess of the 4.9% or 9.8% (as specified by the holder) cap outlined in subsection 3.3.5 of the Warrant
Agreement.


 


[To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant
Agreement.


 


By signing this Election to Purchase, the undersigned hereby certifies
that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group”
of which the undersigned or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of Class A ordinary
shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant
Agreement.]1


 


[Signature Page Follows]


 





 






1
To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.


 






     


     


    

 


Date:        , 20


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


	 	 
	Signature Guaranteed:	 
	 	 
	 	 


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