Exhibit 4.4


 


AMENDMENT NO. 1 TO THE WARRANT
AGREEMENT


 


This AMENDMENT NO. 1 (this
“Amendment”) is entered into as of March 30, 2021, by and between CuriosityStream Inc., a Delaware corporation
(the “Company”), f/k/a Software Acquisition Group Inc. (“SAQN”), and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”). Capitalized terms used but not defined
herein have the meanings ascribed to such terms in the Agreement.


 


RECITALS


 


WHEREAS, SAQN and the Transfer
Agent are parties to that certain Warrant Agreement, dated as of November 19, 2019 (the “Agreement”);


 


WHEREAS, Section 9.8
of the Agreement provides that the Agreement may be amended by the Company and the Transfer Agent without the consent of any Registered
Holder (as defined in the Agreement) for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with respect to matters or questions arising under the Agreement
as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders
(as defined in the Agreement); and


 


WHEREAS, the Company and the
Transfer Agent desire to amend the Agreement to correct a defective provision contained in Section 4.4 of the Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Agreement as follows:


 


		1.	The third sentence of Section 4.4 of the Agreement is hereby amended and restated in its entirety as follows:



 


“Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event.


 


		2.	Miscellaneous.



 


		a.	Successors. All the covenants and provisions of this Amendment 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.



 


		b.	Entire Agreement. This Amendment, together with the Agreement, constitute the full and entire agreement
between the parties with regard to the subjects hereof.



 






     


     


    

 


		c.	Effect of Amendment. All provisions of the Agreement not specifically amended hereby shall remain
in full force and effect and shall be unaffected by this Amendment. In the event of any conflict or inconsistency between the terms and
conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall control.



 


		d.	Applicable Law. The validity, interpretation, and performance of this Amendment and of the
Warrants (as defined in the Agreement) 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 Amendment 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.



 


		e.	Counterparts. This Amendment 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.



 


		f.	Amendments. This Amendment may be amended by the parties hereto for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Amendment as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders.



 


		g.	Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Amendment 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
Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


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is intentionally left blank.]


 






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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment No. 1 to Warrant Agreement as of the date first set forth above.


 


	 	COMPANY
	 	 
	 	CURIOSITYSTREAM INC.
	 	 
	 	By:	 /s/ Tia Cudahy
	 	 	Name:	 Tia Cudahy
	 	 	Title:	
    Chief Operating Officer, General

    Counsel and Secretary



 


	 	WARRANT AGENT
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 /s/ Isaac Kagan
	 	 	Name:	 Isaac Kagan
	 	 	Title:	 Vice President


 


 


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