Exhibit 4.4


 


WARRANT AGREEMENT


 


ANTHROPOS CAPITAL
CORPORATION


 


and


 


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY


 


Dated         ,
2021


 


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


 


WHEREAS, it is proposed that the Company enter
into that certain Sponsor Warrants Purchase Agreement, with Anthropos Management LLC, a Cayman Islands limited liability company (the
 “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 4,666,667 warrants (or up to 5,166,667
warrants if the underwriters in the Public Offering (defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously
with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B
hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant. Each Private
Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject
to adjustment as described herein; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000
Private Placement Warrants at a price of $1.50 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one
Ordinary Share and one-third of one Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 9,583,333 redeemable warrants (including up to 1,250,000 redeemable warrants subject to the
Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private
Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A
ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50 per share, subject
to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any
fraction of a Warrant; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) registration statements on Form S-1, File No.
333-254527, and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933,
as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in
the Units; and


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


2.                 
Warrants.


 


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


 


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


 


2.3.           
Registration.


 


2.3.1.     
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry
form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public
Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have
accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in
its account, a “Participant”).


 


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


 


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


 






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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, 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 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, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until
(A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt
by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the 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 Current Report on Form 8-K, and (B) the Company issues a press release announcing
when such earlier separate trading shall begin.


 


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


 






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2.6.           
 Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that
so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may
be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the
Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days
after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1
hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below)
is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however,
that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants
may be transferred by the holders thereof:


 


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


 


(b)              
in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family, 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 the consummation of the Company’s Business Combination at prices
no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;


 


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


 


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


 


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


 


(i)                 in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in
all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination; 



 


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


 






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3.                 
Terms and Exercise of Warrants.


 


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


 


3.2.            Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to
occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its
initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated
memorandum and articles of association, as 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 its Permitted Transferees with respect to
a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the
Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to
the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by
the Sponsor or its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2
hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement
Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption pursuant to Section 6.1
hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4
hereof), Section 6.2 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the
Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided, further that any such extension shall be identical in duration among all the Warrants.


 






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3.3.           
Exercise of Warrants.


 


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


 


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


 


(b)              
[Reserved];


 


(c)              
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted
Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to (i) if in connection with a redemption of Private
Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole
Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c))
less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the
 “Sponsor Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten
(10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement
Warrant is sent to the Warrant Agent;


 


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


 


(e)              
as provided in Section 7.4 hereof.


 


3.3.2.      Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it
is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if
such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or
a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue
Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the
Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may
exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of Public Warrants to settle the
Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a
 “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to
be issued to such holder.


 






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


 


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


 


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


 






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4.                 
Adjustments.


 


4.1.           
Share Capitalizations.


 


4.1.1.      Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding
Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or
other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary
Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary
Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares
at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number
of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the
Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)
 “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares during the
ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued
at less than their par value.


 


4.1.2.     
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all
or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account
of such Ordinary Shares (or other shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance
or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection
with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its
initial Business Combination within the time period required by the Company’s Amended and Restated Memorandum and Articles of Association,
as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as
a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval or (f) in connection with the redemption of public shares upon the failure of the Company to complete
its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s
board of directors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share
in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of Ordinary Shares issuable on exercise of each Warrant).


 


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


 


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


 






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4.4.           
Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional
Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination
at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be
determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account
any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior
to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination
on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted
average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which
the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per
share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption
trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
Issued Price.


 


4.5.            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of
such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of
the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make
such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by
shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of association or as
a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the
shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker
thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a
part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any
members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to
receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually
have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or
exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as
possible to the adjustments provided for in this Section 4; provided, further that if less than 70% of the
consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the
successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly
exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the
Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in
dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share
Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The
 “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero
dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of this
Agreement shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average price of the
Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the
trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest rate
shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share
Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the
amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any
reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such
adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share
issuable upon exercise of such Warrant.


 






    9 


     


    

 


4.6.           
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, 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.


 


4.7.           
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.


 


4.8.           
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.


 


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


 


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


 






    10 


     


    

 


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 for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant,
provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4
hereof) and (b) there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the
Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
below).


 


6.2.            Redemption
of Warrants for Ordinary Shares. 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 Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term
is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of
this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average
price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to
this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2,
the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the
ten (10) trading day period described above ends.


 






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




 


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


 


The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or
the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4 hereof, 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 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. The number of shares in the table above shall be adjusted in the same manner and at the same time as the
number of shares issuable upon exercise of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an
adjustment pursuant to Section 4.4 hereof, 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 higher of the Market Value and the Newly Issued
Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted
share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the
Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in connection with a
Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment)


 






    12 


     


    

 


6.3.           
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30)
days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement,
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1
or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for
any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice
of the redemption is given.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


7.4.1.      Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days
after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business
Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this
Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day
following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the
sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1,
 “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares 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 Ordinary Shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and,
accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the
avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 






    14 


     


    

 


7.4.2.     
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1
and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement
for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything
in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares
issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.


 


8.                 
Concerning the Warrant Agent and Other Matters.


 


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


 


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


 


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


 


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


 


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


 






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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, the President, the Chief Financial Officer, Chief Operating
Officer, the General Counsel, the Secretary or the 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, fraud
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


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


 


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


 


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


 






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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:


 


Anthropos Capital Corporation


201 Broad Street, 14th Floor


Stamford, CT 06901


Attention: Chief Executive Officer


 


with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attention: Christian O. Nagler


 


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


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 






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


 


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


 


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


 


9.5.           
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6.           
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument.


 


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


 






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9.8.           
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for
the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the
terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition
of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding
or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment
to the terms of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 65% of the
then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision
of this Agreement with respect to the Private Placement Warrants, 65% 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.


 


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


 


[Signature Page Follows]


 






    19 


     


    

 


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


 


	 	ANTHROPOS CAPITAL CORPORATION




 


		By:	 
	 	 	Name:
	 	 	Title:   Co-Chief Executive Officer



  


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent




 


	 	By:	
	 	 	Name:
	 	 	Title:




 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


[INSERT EXHIBIT
4.3 SPECIMEN WARRANT CERTIFICATE]


 


[Exhibit A to Warrant Agreement]


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ANTHROPOS
CAPITAL CORPORATION (THE “COMPANY”), ANTHROPOS MANAGEMENT LLC AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE
COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN 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 BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [               ]
WARRANT