Exhibit 4.2


 


WARRANT AGREEMENT


 


This
WARRANT AGREEMENT (this “Agreement”) is made as of November 9, 2022 between Plutonian Acquisition Corp., a Delaware
corporation, with offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018 (the “Company”), and
Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1
State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent,” also referred to
herein as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 5,750,000 units (including 750,000 units which
may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit comprised of one share
of common stock, $0.0001 par value (a “Share”), one right to receive one-sixth (1/6) of one Share upon the consummation
of the Company’s initial Business Combination (defined below), and one redeemable warrant that entitles the holder to purchase one
(1) Share at a price of $11.50 per Share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver
up to 5,750,000 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-267742 (“Registration Statement”) and prospectus (“Prospectus”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received a binding commitment (“Subscription Agreements”) from the Company’s sponsor, Plutonian
Investments LLC (the “Sponsor”), to purchase, simultaneously with the closing of the Public Offering, an aggregate
of 245,500 (or up to 266,125 if the underwriter’s over-allotment option is exercised in full) private units at a price of $10.00
per unit in a private placement (the “Private Units”), with each Private Unit comprised of one Share, one right, and
one redeemable warrant, and in connection therewith will issue and deliver up to 266,125 warrants underlying the Private Units (the “Private
Warrants”), each such Private Warrant entitling its holder to purchase one (1) Share at a price of $11.50 per Share, bearing
the legend set forth in Exhibit B hereto; and


 


WHEREAS,
the Company may issue up to an additional 60,000 Private Units, which would include up to 60,000 Private Warrants, in consideration of
certain working capital loans that may be made by the Sponsor or the Company’s officers, directors or affiliates (the “Working
Capital Warrants”); and


 


WHEREAS,
the Company may issue up to an additional 148,500 (or up to 170,775 if the underwriters’ over-allotment option is exercised in full)
Private Units, which would include up to 148,500 (or up to 170,775) Private Warrants, in consideration of certain extension loans that
may be made by the Sponsor or its affiliates or designees to extend the time for the Company to consummate its initial Business Combination
(the “Extension Warrants”); and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post-IPO Warrants” and,
together with the Public Warrants, Private Warrants, Working Capital Warrants, and Extension Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination; 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, 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 be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors
or Chief Executive Officer, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. 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.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the
facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case
as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the
same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the
terms of this Agreement.


 


2.3.Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4.Registration.


 


2.4.1.Warrant
Register. The Warrant Agent shall maintain books (“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.


 


2.4.2.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 then registered in the Warrant Register (“Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
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.


 


2.5.Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date of
the Prospectus or, if such 90th 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 EF Hutton, division of Benchmark Investments, LLC,
as representative of the several underwriters (the “Representative”), but in no event shall the securities comprising
the Units be separately traded until (A) the Company has filed a current report on Form 8-K (or other applicable form) with the SEC containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering, including the proceeds received
by the Company from the exercise by the underwriters of their right to purchase additional Units in the Public Offering (the “Over-Allotment
Option”), if the Over-Allotment Option is exercised prior to the filing of the Form 8-K (or other applicable form), and (B)
the Company has issued a press release and has filed with the SEC a current report on Form 8-K (or other applicable form) announcing when
such separate trading shall begin. In furtherance of the foregoing, the Company agrees to promptly prepare and file such Form 8-K (or
other report) and issue such press release and file the related Form 8-K (or other report) promptly following receipt by the Company of
the gross proceeds of the Public Offering.


 






    2


     


    

 


2.6. Attributes
of Private Warrants, Working Capital Warrants and Extension Warrants. The Working Capital Warrants and Extension Warrants will
also bear the legend set forth in Exhibit B hereto and will be identical to Private Warrants in all respects. The Private
Warrants, Working Capital Warrants and Extension Warrants will be subject to certain transfer restrictions and registration rights
but will otherwise be identical to the Public Warrants.


 


2.7. Post-IPO
Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except
as may be agreed upon by the Company.


 


3. Terms and
Exercise of Warrants


 


3.1. Warrant
Price. Each 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 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 refers to the price per share at which the 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 five
(5) days’ prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any
such reduction shall be identical among all of the Warrants.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing, on the later of, (i) 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (“Business Combination”) (as described more fully in
the Registration Statement) or (2) 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City
time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business
Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and
(iii) the liquidation of the Company (defined below) (“Expiration Date”). The period of time from the date
the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the
“Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in
Section 6 hereunder), as applicable, each outstanding Warrant 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, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to
Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, 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, and by paying in full the Warrant Price for each Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, as follows:


 


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


 


(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants in exchange for that number of Shares
equal to the quotient obtained by dividing (x) the product of the number of Shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of
this Section 3.3.1(b), the “Fair Market Value” means the average reported last sale price of the Shares for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof; or


 






    3


     


    

 


 


(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days
after the closing of a Business Combination, by surrendering such Warrants in exchange for that number of Shares equal to the quotient
obtained by dividing (x) the product of the number of Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise
shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” means the average reported last sale price of the Shares for the ten (10) trading days ending
on the third trading day prior to the date of exercise.


 


3.3.2. Issuance
of Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price
(if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates, or book entry position, for
the number of Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if
such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash
settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Shares upon exercise
of a Warrant unless the Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the Registered Holder of the Warrants. In the event that the condition in the immediately preceding
sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid
the full purchase price for the Unit solely for the Shares underlying such Unit. Warrants may not be exercised by, or securities issued
to, any Registered Holder in any state in which such exercise or issuance would be unlawful.


 


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


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for Shares is issued shall for all purposes be
deemed to have become the holder of record of such 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, except
that, if the date of such surrender and payment is a date when the share transfer books 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 Shares outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of Shares beneficially owned by such person and its
affiliates shall include the number of Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude 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 stock 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 Shares, the holder
may rely on the number of outstanding 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
SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the
Warrant Agent setting forth the number of 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 Shares
then outstanding. In any case, the number of outstanding 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
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


     


    

 


4. Adjustments.


 


4.1. Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares, or by a split up of Shares, or other similar event, then, on
the effective date of such stock dividend, split up or similar event, the number of Shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in outstanding Shares.


 


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


 


4.3 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 the Shares or other shares of the Company’s capital stock
into which the Warrants are convertible (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 the fair market value (as
determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such
Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any stockholders waived their
right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for
purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash
distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Shares
during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per
share (taking into account all of the outstanding shares of the Company at such time (whether or not any stockholders waived their
right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
number of 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, (c) any payment to satisfy the conversion rights of the holders of the Shares in
connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated
Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the
Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for
purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35
and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Shares during the 365-day period
ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after
the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all
cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the
greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in
such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the
closing of the Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00
dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no
adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per
share which is less than $0.50 per share.


 


4.4 Adjustments
in Exercise Price. Whenever the number of Shares purchasable upon the exercise of the Warrants is adjusted, as provided in
Sections 4.1 and 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 Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Shares so
purchasable immediately thereafter.


 






    5


     


    

 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (other than
a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the 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 outstanding 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 Warrant holders 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 Shares of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a
change in the Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3,
4.4 and this Section 4.5. The provisions of this Section 4.5 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. Notwithstanding anything to the contrary herein, in the event of any
tender offer for shares of Shares, the offeror shall not make any tender offer for Warrants if the effect of such offer would be to
require the Warrants to be accounted for as liabilities under applicable accounting principles.


 


4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional
Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or
effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by
them prior to such issuance) (the “Newly Issued Price”), (b) 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 Business Combination on
the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is
below $9.20 per share, then the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the
Fair Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price. Solely for purposes of this Section
4.6, the “Fair Market Value” means the volume weighted average reported trading price of the Shares for the
twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7 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, 4.5, or 4.6, then, in any such event, the Company shall give written notice
to each Warrant holder, 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.


 


4.8. No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares upon 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 of Shares to be issued to the Warrant holder.


 


4.9. 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. However, 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.


 






    6


     


    

 


4.10 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of 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. The Company shall adjust the terms of the Warrants in a manner that is consistent with any
adjustment recommended in such opinion.


 


5. Transfer and
Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
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, either in certificated form or in book entry
position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants, or book entry positions, as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor 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 will result in the
issuance of a warrant certificate or book-entry position for a fraction of a Warrant.


 


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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.


 


5.6. Private
Warrants, Working Capital Warrants, Extension Warrants and Post-IPO Warrants. The Warrant Agent shall not register any transfer
of Private Warrants, Working Capital Warrants, Extension Warrants or Post-IPO Warrants until after the consummation by the Company
of an initial Business Combination, except for transfers (i) among the initial stockholders or to the initial
stockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s
stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift
to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the
holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and
distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for
cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a
Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased,
(viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or
(ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation,
merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to
exchange their Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the
Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be
presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the
trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement
and any other applicable agreement the transferor is bound by.


 






    7


     


    

 


5.7. Transfers
prior to Detachment. 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 5.7 shall have no effect on any transfer
of Warrants on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
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 the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(“Redemption Price”), provided that the closing price of the Shares equals or exceeds $18.00 per share (the
“Redemption Trigger Price”) (subject to adjustment in accordance with Section 4 hereof) on any twenty
(20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on
the third trading day prior to the date on which notice of redemption is given and provided that there is an effective registration
statement covering the Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the Warrants become redeemable by the Company, the
Company may not exercise such redemption right if the issuance of Shares upon exercise of the Warrants is not exempt from
registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or
qualification.


 


6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to
redemption, 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 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.


 


 


6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of Shares to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. 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.


 


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


 


7.1. No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder 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 stockholders in respect of the meetings of stockholders 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 Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Shares that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 






    8


     


    

 


7.4. Registration
of Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use
its best efforts to file with SEC a registration statement for the registration, under the Securities Act, of the Shares issuable
upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for
sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then
reside, the Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such
registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of
the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and
ending upon such registration statement being declared effective by SEC, and during any other period when the Company shall fail to
have maintained an effective registration statement covering the Shares issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall 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 Section 7.4 is not required to be
registered under the Securities Act and (ii) the Shares issued upon such exercise will be freely tradable under U.S. 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, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants
have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted
without the prior written consent of the Representative.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. Payment
of Taxes. The Company will 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 Shares upon the exercise of 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 the Warrant (who shall, with such notice, submit his 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 Shares not later than the effective date of any such appointment.


 






    9


     


    

 


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 will
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, President, Chief Financial Officer, Secretary or Chairman of
the Board of Directors 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 fraud, 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, 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 fraud, 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); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it 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 Shares to be issued pursuant to this Agreement, or any
Warrant or as to whether any Shares will, 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 Shares
through the exercise of Warrants.


 


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. 


 






    10


     


    

 


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 (i) if by email when the email is sent, (ii) if by hand or overnight
delivery, when so delivered, or (iii) 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:


 


Plutonian Acquisition
Corp.


1441 Broadway 3rd,
5th & 6th Floors


New York NY 10018


Attn: Wei Kwang
Ng, Chief Executive Officer


E-mail: qiangtan@plutoniancorp.com


 


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 (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent
by certified mail or private courier service within five 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


1 State
Street, 30th Floor


New York, New York 10004


Attn:
Compliance Department


 


with a copy in each case
to:


 


Wilson Sonsini Goodrich
& Rosati


Professional Corporation


1301 Avenue of the
Americas


New York, NY 10019


Attn: Sally Yin


E-mail: syin@wsgr.com


 


 


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, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. 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 the exclusive forum for any such action, proceeding or claim. The Company hereby waives
any objection 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 Securities Act and 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.


 






    11


     


    

 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or 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 and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any
right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and
9.8 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 the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) 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 his Warrant for inspection by it.


 


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


 


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


 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the
Registered Holders of (i) a majority of the then outstanding Public Warrants if such modification or amendment is being
undertaken prior to, or in connection with, the consummation of a Business Combination or (ii) a majority of the then
outstanding Warrants if such modification or amendment is being undertaken after the consummation of a Business Combination.
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. The provisions of this Section 9.8 may not be
modified, amended or deleted without the prior written consent of the Representative.


 


9.9. Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Public Offering (as more fully described in the Registration Statement)
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the
Warrant Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.


 


9.10. 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]


 




    12


     


    

 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	 	Plutonian Acquisition Corp.
	 	
     
	 
	 	By:	/s/ Wei Kwang Ng
	 	Name: 	Wei Kwang Ng
	 	Its:	Chief Executive Officer
	 	 	 
		
    Continental Stock Transfer & Trust
Company, as Warrant Agent

	 	 	 
	 	By:	/s/ Henry Farrell
	 	Name:	Henry Farrell
	 	Its:	Vice President


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


 


WARRANT CERTIFICATE


 




     


     


    

 


EXHIBIT B


 


LEGEND FOR PRIVATE WARRANTS


 


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 PLUTONIAN ACQUISITION CORP. (THE “COMPANY”), EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, 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 5.6 OF THE WARRANT AGREEMENT) THAT AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND 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.