Exhibit 4.4 


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of [●], 2021, is by and between Artemis Strategic Investment Corporation,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as
the “Transfer Agent”).


 


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 share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-third of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 5,000,000 warrants (or up to 5,750,000 warrants if the
Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company
entered into the Private Placement Warrants Purchase Agreement with Artemis Sponsor, LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 warrants
(or up to 5,450,000 warrants if the Over-allotment Option is exercised 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 $1.00 per Private Placement Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or affiliates of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to 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 1,500,000
warrants at a price of $1.00 per warrant (the “Working Capital Warrants” and, together with the Private
Placement Warrants and the Public Warrants, the “Warrants”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1 (File No. 333-253092) (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units
and the Public Warrants and Common Stock comprising the Units;


 


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


 


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


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, 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, and, if a physical certificate is issued,
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 Chairperson of the Company’s board of directors (the “Board”),
either of the Company’s Co-Chief Executive Officers, or the President, Chief Financial Officer, Secretary or other principal
officer of the Company. In the event the person whose 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. All of the Public Warrants shall initially be represented by one or
more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


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


 


2.3               
Registration.


 


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


 


If the Depositary subsequently ceases to
make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant
Certificate”). Such Definitive Warrant Certificate shall be substantially in the form of Exhibit A hereof,
with appropriate insertions, modifications and omissions.


 


2.3.2         
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on a Definitive 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.


 


2.4               Detachability
of Warrants. The Common Stock 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 Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the several underwriters, but
in no event shall the Common Stock 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 received by the Company from the exercise by the
underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”) if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company
issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall
begin.


 






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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 share of Common Stock and one-third of one Public Warrant. If, upon the detachment of Public Warrants from
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 of Warrants to be issued to such holder.


 


2.6              
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants
shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as
defined below) as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or
on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold
until the date that is 30 days after the completion by the Company of an initial Business Combination (as defined below) and (iii)
shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants
and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable,
and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


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


 


(f)                
in the event of the Company’s liquidation prior to the consummation of a Business Combination;


 


(g)               
by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution
of the Sponsor; or


 






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(h)               in
the event that, subsequent to the Company's consummation of an initial Business Combination (as defined below), the Company completes
a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company's stockholders
having the right to exchange their Common Stock for cash,securities or other property.


 


provided,
however, that, in the case of clauses (a) through (e) or (g), these transferees (the "Permitted Transferees") enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions
contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company's officers
and directors


 


2.7              
Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 


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 of Common Stock 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 at which shares of
Common Stock 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 20 Business Days, provided, that the
Company shall provide at least 20 days prior written notice of such reduction to Registered Holders of the Warrants and, provided
further that any such reduction shall be identical among all of the Warrants.


 


3.2              
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the date that is 30 days after the first date on which the Company completes a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”) and terminating on the earlier to occur of: (x) at 5:00 p.m., New York City time on the date that is five
years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company or (z)
other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or any Permitted
Transferees with respect to a redemption pursuant to Section 6.1, or, if the Reference Value equals or exceeds $18.00 per
share (subject to adjustment in compliance with Section 4 hereof), Section 6.2, on the Redemption Date (as defined
below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the
Sponsor or any Permitted Transferees in connection with a redemption pursuant to Section 6.1 or, if the Reference Value
equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2) in the
event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant
or a Working Capital Warrant then held by the Sponsor or any Permitted Transferees in the event of a redemption pursuant to Section
6.1 or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4
hereof), Section 6.2) 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 20 days prior written notice of any such extension to Registered Holders of the Warrants and, provided further
that any such extension shall be identical in duration among all the Warrants.


 


3.3               
Exercise of Warrants.


 


3.3.1          Payment.
Subject to the provisions of the Warrant and this Agreement, 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 Book-Entry Warrant Certificate, 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”) shares of Common Stock 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 Certificate, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 






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


 


(b)               
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the average closing price of the Common Stock
for the 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;


 


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


 






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3.3.2          Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1 (a)), the Company shall issue to the
Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of
Common Stock 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 book-entry position or countersigned Warrant, as applicable, for
the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants
evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the
Depositary, its nominee for each Book-Entry Warrant Certificate or a Participant, as appropriate, evidencing the balance of
the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
shares of Common Stock 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 shares of Common Stock underlying the Public
Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its
obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares
of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of
the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not
satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such
Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall
have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will
the Company be required to net cash settle the Warrant exercise. Subject to Section 4.6 of this Agreement, a
Registered Holder of Warrants may exercise its Warrants only for a whole number of Common Stock. The Company may require
holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by
reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the
nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3         
Valid Issuance. All shares of Common Stock 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 shares of
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock 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 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 of Common Stock at the close of business on the
next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5          Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect
the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may
specify)(the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock
beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of
Common Stock 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 of
Common Stock, the holder may rely on the number of outstanding shares of Common Stock 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 the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two Business Days, confirm orally and in
writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock 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 of Common Stock 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 61st day after such notice is delivered to the Company.


 






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4.                  
Adjustments.


 


4.1              
Stock Dividends.


 


4.1.1         
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares
of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding
shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at
a price less than the Historical Fair Market Value (as defined below) shall be deemed a stock dividend of a number of shares of
Common Stock equal to the product of (i) the number of shares of Common Stock 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 Common Stock) and
(ii) one (1) minus the quotient of (x) the price per share of Common Stock 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 Common Stock, in determining the price payable for Common Stock, 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 Common Stock as reported during the ten trading-day
period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or
in the applicable market, regular way, without the right to receive such rights.


 


4.1.2          Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock
(or other shares of the Company’s capital stock 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 Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption
rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s second amended and
restated certificate of incorporation (as amended from time to time, the “Charter”) to modify the
substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold
in the Offering if the Company does not complete the Business Combination within the period set forth in the Charter or to
provide for redemption in connection with a Business Combination or (e) in connection with the redemption of public shares of
Common Stock 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 Board, in good faith) of any
securities or other assets paid on each share of Common Stock 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
Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (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 of Common
Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the
Offering).


 






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


 


4.3              
Adjustments in Warrant Price.


 


4.3.1         
Whenever the number of shares of Common Stock 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 shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4             
Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional
shares of Common Stock 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 (as applicable, the “Newly Issued Price”) of less
than $9.20 per share of Common Stock (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 their affiliates, without taking into account any shares of Class B Common Stock
(as defined below), of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 the Common Stock during the 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.


 






    8


     


    

 


4.5               Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or
into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company
is the continuing corporation and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another 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 shares of
Common Stock 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 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 Common Stock 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 Common Stock 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 Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with
redemption rights held by stockholders of the Company as provided for in the Charter or as a result of the redemption of
shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the
Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of
which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is
a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of
the outstanding shares of Common Stock, 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 stockholder
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 Common Stock 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 Common Stock in the applicable event is payable in the form of common stock 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 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 (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (“Bloomberg”).


 






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For purposes of
calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of
Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten trading-day period
ending on the trading day prior to the effective date of the applicable event, (3) 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 (4) 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 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
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 shares of Common Stock covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The
provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 


4.6              
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock
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 of Common Stock
purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3
or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address
set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7              
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares of Common Stock 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 shares of Common Stock
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 of Common Stock as is
stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any
time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect
the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.


 


4.9              
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.


 


4.10          
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common
Stock”) into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares
of Common Stock, in each case, pursuant to the Charter.


 






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5.                  
 Transfer and Exchange of Warrants.


 


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


 


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


 


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


 


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


 


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


 


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


 


6.                  
Redemption.


 


6.1               Redemption
of Warrants When the Price Per Share of Common Stock Equals or Exceeds $18. 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 the price of $0.01 per Warrant (the “Redemption Price”); 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 shares of Common Stock 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).


 






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6.2              
Redemption of Warrants When the Price Per Share of Common Stock Equals or Exceeds $10. 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 and Working Capital 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 shares of Common Stock 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 shares of Common Stock for the ten 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 trading-day period described above ends.


 


	 	 	Fair
        Market Value of Class A Common Stock

	Redemption
        Date (period to expiration of warrants)
	 	£10.00
	 	11.00
	 	12.00
	 	13.00
	 	14.00
	 	15.00
	 	16.00
	 	17.00
	 	>/18.00

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


  


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


 






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The share prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. 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 Warrant Price of a warrant is adjusted, (a) in
the case of an adjustment pursuant to Section 4.3.2 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 Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


6.3              
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the
Company elects to redeem all of 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 30 days prior to the Redemption Date (such period, 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 shares of Common Stock for any 20 trading days within the 30 trading-day period
ending on the third trading day prior to the date on which notice of the redemption is given.


 


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


 


6.5               Exclusion
of Certain Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not
apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private
Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as
applicable, 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 of this Agreement shall not apply to the Private
Placement Warrants or the Working Capital Warrants if, at the time of the redemption, such Private Placement Warrants or
Working Capital Warrants continue to be held by the Sponsor or any of their Permitted Transferees, as applicable. However,
once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section
2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants pursuant to Section
6.1 or 6.2 of this Agreement, provided that the criteria for redemption are met, including the opportunity of the
holder of such Private Placement Warrants or Working Capital Warrants to exercise the such warrants prior to redemption
pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants that are transferred to persons other
than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital 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 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 Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


7.4              
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1          Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than 15 Business Days after
the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the
Warrants. The Company shall 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 60th
Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration
statement being declared effective by the Commission, and during any other period when the Company shall fail to have
maintained an effective registration statement covering the shares of Common Stock 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 any successor rule) or another exemption) for that number of shares of Common Stock equal to the
lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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 Common Stock as reported during the ten 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 shares of Common Stock issued upon such exercise shall be freely tradable under United States
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or
any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have
expired, the Company shall continue to be obligated to comply with its registration obligations under the first three
sentences of this subsection 7.4.1.


 






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


 


8.                  
Concerning the Warrant Agent and Other Matters.


 


8.1              
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock 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 of Common Stock.


 


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


 






    15


     


    

 


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 Common Stock not later than the effective date
of any such appointment.


 


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


 


8.3              
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4              
Liability of Warrant Agent.


 


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


 


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


 


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


 


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


 






    16


     


    

 


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 the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.                  
Miscellaneous Provisions.


 


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


 


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


 


Artemis Strategic Investment Corporation


3310 East Corona Avenue


Phoenix, Arizona 85040


Attention: Thomas Granite


Email: tgranite@artemisspac.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 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


 


in each case,
with copies to:


 


White &
Case LLP


1221 Avenue
of the Americas


New York,
NY 10020


Attn: Gary
Kashar, Esq., Joel L. Rubinstein, Esq.


Email: gkashar@whitecase.com,
joel.rubinstein@whitecase.com


 


and


 


Barclays Capital Inc.


745 Seventh Avenue


New York, NY 10019


Attn: Director of Litigation, Office of the General Counsel


Fax No: (646) 834-8133


 






    17


     


    

 


and


 


BMO Capital Markets Corp.


3 Times Square


New York, NY 10036


Attn: Legal Department


Fax No: (212) 702-1205


 


and


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017


Attn: Roshni Banker Cariello, Esq.


Email: roshni.cariello@davispolk.com


 


9.3              
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Notwithstanding the foregoing, this Section 9.3 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.


 


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


 


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


 


9.6              
Counterparts. This Agreement may be executed in 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 (i) 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 Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide
for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any
modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written
consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely with respect to
any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement
with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the number of then outstanding Private
Placement Warrants and Working Capital 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.


 






    18


     


    

 


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.


 


	 	ARTEMIS STRATEGIC INVESTMENT
    CORPORATION
	 	 
	 	By:	 
	 	Name:	Thomas Granite
	 	Title:	Chief Financial Officer, Treasurer and Secretary
	 	 
	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY,
 as Warrant Agent
	 	 
	 	By:	 
	 	Name:	Erika Young
	 	Title:	Vice President




 


[Signature Page
to Warrant Agreement]


 



    


     


    




 


EXHIBIT A

Form of Warrant Certificate

[FACE]


 


Number


 


Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

ARTEMIS STRATEGIC INVESTMENT CORPORATION

Incorporated Under the Laws of the State of Delaware


 


CUSIP ____________


 


Warrant Certificate


 


This Warrant
Certificate certifies that _____________, or registered assigns, is the registered holder of warrant(s) evidenced hereby
(the “Warrants” and each, a “Warrant”) to purchase shares of Class A common
stock, $0.0001 par value per share (“Class A Common Stock”), of Artemis Strategic Investment Corporation,
a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
shares of Class A Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant
Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office
or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. No fractional shares will
be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest
in a share of Class A Common Stock, the Company will, upon exercise, round down to the nearest whole number the number
of shares of Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A Common
Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


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


 


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


 


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


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.


 






    


     


    

 


	 	ARTEMIS STRATEGIC INVESTMENT
    CORPORATION
	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY,
 as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






    


     


    

 


[Form of Warrant Certificate]

[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the
 “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
 “holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless
exercise” as provided for in the Warrant Agreement.


 


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


 


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


 


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


 


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


 









    


     


    

 


Election to Purchase

(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Class A Common
Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.4
of the Warrant Agreement, as applicable.


 


In the event that the
Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be
determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section
7.4 of the Warrant Agreement.


 


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


 


[Signature Page Follows]


 









    


     


    

 


Date: ______________, 20_____


 


	 	 	 
	 	 	Signature
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	




 


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


 






    


     


    

 


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 ARTEMIS STRATEGIC INVESTMENT CORPORATION (THE “COMPANY”) AND ARTEMIS
SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR
TO THE DATE THAT IS 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 SHARES OF CLASS A COMMON STOCK 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.”