Exhibit 4.4


 


WARRANT AGREEMENT


 


IBERE PHARMACEUTICALS

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of February 25, 2021, is by and between Ibere Pharmaceuticals, a Cayman
Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the
“Transfer Agent”).


 


WHEREAS, it is proposed
that the Company enter into that certain Sponsor Warrants Purchase Agreement, with PIPV Capital LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 4,475,000 warrants
(or up to 4,835,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below)
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 (as defined below);


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
“Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per warrant
(the “Working Capital Warrants”);


 


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 Class A Ordinary Share of the Company, par value $0.0001 per share (an “Ordinary Share”)
and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has
determined to issue and deliver up to 6,000,000 redeemable warrants (including up to 6,900,000 redeemable warrants to the extent
the Over-allotment Option is exercised) to public investors in the Offering (the “Public Warrants”).
Each whole Warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per Ordinary Share, subject to adjustment
as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction
of a Warrant;


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, No. 333-252863 and a prospectus (the “Prospectus”), for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares
included in the Units;


 


WHEREAS, following
consummation of the Offering, the Company may issue additional warrants (“Post-IPO Warrants” and, together
with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination; and


  


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


 


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


 


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


 






     


     


    

 


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


 


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


 


2.            Warrants.


 


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


 


2.2          Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this
Agreement, a certificated Warrant represented by such physical 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
in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial
interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution,
with respect to a Warrant in its account, a “Participant”).


 


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


 


Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President,
Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the
event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 


2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 


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


 






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


 


2.6         Private
Placement Warrants 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 of its 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 thirty (30) days
after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided,
however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any Ordinary Shares
issued upon exercise of the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor or any Permitted
Transferees, may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e)            
in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust;


 


(f)              by
private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater
than the price at which the securities were originally purchased;


 


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


 


(h)             by
virtue of the laws of the State of Delaware or the Sponsor’s organizational documents, upon dissolution of the Sponsor; and


 


(i)             
in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that, in the case of clauses (a) through (f) or (h), these permitted transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company,
the Sponsor and the Company’s directors and officers and by the same agreements entered into by the Sponsor with respect
to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere
in the Prospectus).


 






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


 


2.8             
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as
the Public Warrants except as may be agreed upon by the Company.


 


3.           Terms
and Exercise of Warrants.


 


3.1             
Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent (if a physical certificate is issued),
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in
this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The
Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period
of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which
the Warrants are listed or applicable law); provided that the Company shall provide at least twenty (20) days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 


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


 


3.3          Exercise
of Warrants.


 


3.3.1        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if a physical
certificate is issued), may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent,
or at the office of its successor as Warrant Agent, in the United States of America, with the subscription form, as set forth in
the Warrant, duly executed, and by paying in full the Warrant Price for each Ordinary Share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary
Shares and the issuance of such Ordinary Shares, as follows:


 


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


 






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(b)           in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (“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 Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this Section
3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b) and Section
6.4, the “Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10)
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the
Warrants, pursuant to Section 6 hereof;


 


(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 any officer or director of the Company, or their Permitted Transferees, by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares
underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined
in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of
this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last
reported closing price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior
to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;
or


 


(d)            as
provided in Section 7.4 hereof.


 


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


 


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


 


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


  






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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 and any of its affiliates or any other person subject to aggregation with 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 Ordinary
Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred
shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or the Transfer Agent, setting forth the number of Ordinary Shares outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to
the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until
the sixty-first (61st) day after such notice is delivered to the Company.


 


4.            Adjustments.


 


4.1          Share
Capitalizations.


 


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


 






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4.1.2       
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all
or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets
on account of such Ordinary Shares or other shares into which the Warrants are convertible (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
in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders
waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend
for purposes of this provision: (a) any adjustment described in subsection 4.1.1 above, (b) any cash dividends or cash distributions
which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on
the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed
$0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders
waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price
or to the number of Ordinary Shares issuable on exercise of each Warrant), (c) any payment to satisfy the redemption rights of
the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s
amended and restated memorandum and articles of association, as amended from time to time (as described in the Registration Statement)
or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate
a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired,
pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common
Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased,
effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between
$0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35
dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or
made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following
the closing of the Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Company
paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend),
then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175
per share which is less than $0.50 per share.


  


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


 


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


 


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


 






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


 






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4.6             
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.9,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


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


 


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


 


4.9            Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to
(i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent registered public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.9 (i) as a result of any issuance of securities in connection with a Business Combination
or (ii) solely as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Founder
Shares”), into Ordinary Shares. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


5.            Transfer
and Exchange of Warrants.


 


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


 


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


 



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


 


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


 


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


 


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


 


6.           
Redemption.


 


6.1             
Redemption of Warrants for Cash. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at a Redemption
Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the Ordinary
Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.2 below).


 


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


 


6.3            Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date. . In the event that the Company determines to require all holders of
Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall
contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants,
including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after
the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 






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6.4           Exclusion
of Certain Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to
the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they
are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or
Post-IPO Warrants continue to be held by the Sponsor or any officers or directors of the Company, or any of their Permitted Transferees,
as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other
than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants,
the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant
to Section 6.1, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital
Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.3 hereof. The Private Placement Warrants, the
Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company)
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants,
Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes of
Section 9.8 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


8.           
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2          Resignation,
Consolidation, or Merger of Warrant Agent.


 


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


 


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


 


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


 






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8.3          Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4          Liability
of Warrant Agent.


 


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


 


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


 


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


 


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


 


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


  






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9.           Miscellaneous
Provisions.


 


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


 


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


 


Ibere Pharmaceuticals


2005 Market Street, Suite 2030


Philadelphia, PA 19103


Attention: Chief Executive Officer


 


In each case, with copies to:


Shearman & Sterling LLP


600 West 6th Street


Austin, TX 78701


Attn: Carmelo Gordian


Email: Carmelo.gordian@shearman.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


 


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, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations
Law and New York Civil Practice Laws and Rule 327(b). The Company hereby agrees that any action, proceeding or claim against it
arising out of, or otherwise based on, this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability
or duty created by the Exchange Act (or any successor rule) or any other claim for which the federal district courts of the United
States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the
Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the
subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the
State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in
the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 






    14


     


    

 


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


 


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


 


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


 


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


 


9.8              Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity or correcting any mistake, including conforming the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or defective provision contained herein or adding or changing any provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders under this Agreement. All other modifications or amendments,
including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms
of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of at least a majority
of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision
of this Agreement with respect to the Private Placement Warrants, a majority of the number of the then outstanding Private Placement
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


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





 






    15


     


    

 


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


 


	 	IBERE PHARMACEUTICALS
	 	 	 	 
	 	By: 	/s/ Osagie Imasogie
	 	 	Name: 	Osagie Imasogie
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

 as Warrant Agent
	 	 
	 	By:	/s/Stacy Aqui
	 	 	Name:	Stacy Aqui
	 	 	Title:	Vice President





 


 




[Signature
Page to Warrant Agreement]






     


     


    

  


EXHIBIT A


 


[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


 


Ibere Pharmaceuticals

Incorporated Under the Laws of the Cayman Islands


 


CUSIP [•]


 


Warrant Certificate


 


This Warrant
Certificate certifies that             , or registered
assigns, is the registered holder of              warrant(s) (the
“Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001
par value (“Ordinary Shares”), of Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise
of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share,
the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant
holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.


 


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


 


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


 






     


     


    

 


	 	IBERE PHARMACEUTICALS
	 	 	 	 
	 	By: 	                      
	 	 	Name: 	Osagie Imasogie
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	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               Ordinary
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of              ,
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


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


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the Ordinary Shares 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 Ordinary Shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant.


 


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


 


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


 


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


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the
Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such Ordinary Shares be registered in the name of              ,
whose address is               and that such Warrant Certificate
be delivered to              , whose address is              .


 


[Signature Page Follows]





 






     


     


    

 


Date:               ,
21


 


	 	(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).


 









     


     


    

 


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 IBERE PHARMACEUTICALS (THE “COMPANY”), PIPV CAPITAL LLC AND THE OTHER
PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


NO.          WARRANT