Exhibit 4.4


 


WARRANT AGREEMENT


 


between


 


GLASS HOUSES ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2021, is by and between Glass Houses Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, on [●],
2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with Glass Houses Sponsor LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
7,200,000 warrants (or up to 7,800,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s
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; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), 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”); and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 warrants if the
Over-allotment Option is exercised in full) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants and the Working Capital Warrants, the “Warrants”).
Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001
per share (“Common Stock”), for $11.50 per share, subject to adjustment as described herein. Only whole
warrants are exercisable; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-252865
(the “Registration Statement”) and 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 Common Stock included in the Units; and


 






     


     


    

 


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


 


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


 


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


 


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


 


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



 


		2	Warrants.



 


2.1 Form
of Warrant. Each Warrant shall 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 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, 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.


 






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Physical certificates, if issued, shall be signed by, or bear
the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, 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 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 Jefferies LLC,
as underwriter, 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 underwriter
of its 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 and files with the
Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


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 share of Common Stock and one-half 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 the number of Warrants to be issued to such holder.


 






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2.6 
Private Placement and Working Capital Warrants. The Private Placement Warrants and 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 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 (as defined below), and (iii) shall not be redeemable
by the Company pursuant to Section 6 hereof; provided, however, that in the case of (ii), the Private Placement Warrants,
Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon
exercise of the Private Placement Warrants or Working Capital Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e) 
by private sales or transfers made in connection with the consummation of the Company’s 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 completion of the Company’s initial Business Combination;
or


 


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


 


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


 


(i) 
in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of common stock 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 (e), these permitted transferees (the “Permitted Transferees”) must enter into a written
agreement agreeing to be bound by these transfer restrictions.


 


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


 






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		3	Terms and Exercise of Warrants.



 


3.1 
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof
(if a physical certificate is issued), 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 twenty (20) Business Days, 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”) commencing
on the date that is thirty (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 at 5:00 p.m., New York City time on the earliest to occur of: (x) the date
that is five (5) years after the date on which the Company completes its Business Combination, (y) the liquidation of the Company
if the Company fails to complete a Business Combination, or (z) other than with respect to the Private Placement Warrants and Working
Capital Warrants then held by the Sponsor or any of its Permitted Transferees with respect to Section 6, 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 held by the Sponsor or any
officers or directors of the Company, or their Permitted Transferees, in connection with a redemption pursuant to Section 6
hereof) 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 held by the Sponsor or any officers or directors of the Company, or their Permitted Transferees, in
the event of a redemption pursuant to Section 6 hereof) not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on
the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date;
provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders
of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 






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3.3 
Exercise of Warrants.


 


3.3.1 
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, 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 Borough of Manhattan, City and State of New York, with
the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each 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:


 


(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) 
[RESERVED];


 


(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, 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(c), over the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average last sale price of the Common Stock for the ten (10) trading days ending on the third 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;


 


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


 


(e) 
as provided in Section 7.4 hereof.


 


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. 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, or a valid exemption from registration is available. 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 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 will 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 any warrant. 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.


 






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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 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 (2) 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 sixty-first (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 “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 and (y) the 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) “Fair Market Value” means
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the 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.


 






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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 amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to provide holders of our Common Stock the right to have their
shares redeemed in connection with our initial Business Combination or to redeem 100% of Common Stock if the Company does not complete
the Business Combination within 24 months from the closing of the Offering or with respect to any other provisions relating to
the rights of holders of Common Stock, or (e) in connection with the redemption of public shares upon the failure of the Company
to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded
event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
by the 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).


 


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 3.3.1(c) 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.


 






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4.3.2 
If (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in
connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per
share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such
issuance to the Sponsor or its affiliates, without taking into account any shares of Class B common stock of the Company, par value
$0.0001 per share (the “Class B Common Stock”) held by the Sponsor or its 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 an initial Business Combination on the date of the
consummation of such 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 an
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will 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 under Section 6.1 and Section 6.2 will 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 will
be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






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4.4 
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 corporation (other than a consolidation or merger in which the Company is the continuing corporation and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), 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 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 Company’s amended and restated certificate of incorporation
or as a result of the repurchase 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 issued
and 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 shares 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 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) (but in no event less than zero) equal to the difference of (i) the
Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) 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”). 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 (10) 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 (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 shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or 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.


 






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4.5 
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 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.


 


4.6 
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.


 


4.7 
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.


 


4.8 
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.


 


4.9 
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 Class B common stock of the Company (the “Class B Common Stock”)
into Common Stock or the conversion of the Class B Common Stock into Common Stock, in each case, pursuant to the Company’s
amended and restated certificate of incorporation, as amended from time to time.


 


		5	Transfer and Exchange of Warrants.



 


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


 






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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 in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement
Warrants and 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 
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.4 
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.


 


5.5 
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 5.5 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 Equals or Exceeds $18.00. Subject to Section 6.5 hereof,
not less than all of the outstanding Warrants (other than Private Placement Warrants so long as they are held by the Sponsor or
any of its Permitted Transferees) 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 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that the last reported
sales price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
for any twenty (20) trading days within a thirty (30) trading-day period ending three Business Days prior to the date on which
notice of the redemption is given and provided that 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) or the Company has elected to require the exercise of the Warrants on
a “cashless basis” pursuant to subsection 3.3.1.


 






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6.2 
Redemption of Warrants for When the Price per Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof,
not less than all of the outstanding Warrants (other than Private Placement Warrants so long as they are held by the Sponsor or
any of its Permitted Transferees) 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 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that the last reported sales price of the Common
Stock equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof), for any twenty (20)
trading days within a thirty (30) trading day period ending three Business Days prior to the date on which notice of the redemption
is given and provided that the Private Placement warrants are also concurrently exchanged at the same price as the outstanding
Public Warrants, and provided that there is an effective registration statement covering the issuance of the 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). During the 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 subsection 3.3.1(b)) (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 (10) trading days immediately following the date on which notice of redemption pursuant to this Section
6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide
the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day
period described above ends.


 


	Redemption Date
 (period to expiration of	 	Fair Market Value of Class A Common Stock	 
	 warrants)	 	£ $10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	3 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	 





 






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The exact Fair Market Value and Redemption Date (as defined
below) may not be set forth in the table above, in which case, if the 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 Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year,
as applicable.


 


The stock 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 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 stock prices in the column headings shall equal the stock 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 will equal the unadjusted share price 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 will equal the unadjusted share
price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment. In no event will 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. In the event that the Company elects to redeem Warrants pursuant to
Section 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption
Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice.


 


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.


 






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6.5 
Exclusion of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption
rights provided in this Section 6 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 the Working Capital Warrants continue to be held by the Sponsor
or its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other
than to Permitted Transferees in accordance with Section 2.6), the Company may redeem the Private Placement Warrants or
the Working Capital Warrants pursuant to Section 6, 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 Private Placement Warrants prior to
redemption pursuant to Section 6.4. Private Placement Warrants or 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.


 


		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.


 






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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 twenty (20)
Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with
the Commission a post-effective amendment to the Registration Statement or a new registration statement for the registration, under
the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially
reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement within
sixty (60) business days after the closing of its initial Business Combination, 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 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 for 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 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, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


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, (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 (or any successor rule) 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
Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its
commercially reasonable efforts to register or qualify the Common Stock issuable upon exercise of the Public Warrant 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.


 






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


 


8.2.2 
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the 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.


 






    18


     


    

 


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, 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.


 


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.


 






    19


     


    

 


		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:


 


Glass Houses Acquisition Corp.

3811 Turtle Creek Blvd., Suite 1100

Dallas, Texas 75219

Attention: Tonya Clark


 


With a copy in each case to:

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn: Julian J. Seiguer, P.C.


 


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

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


With a copy in each case to:

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn: Julian J. Seiguer, P.C.


 


and


 






    20


     


    

 


Paul Hastings LLP

200 Park Ave.

New York, New York 10166

Attn: Frank Lopez, Esq., Jonathan Ko, Esq., James M. Shea, Jr., Esq.


 


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, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this 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 other claim for which the federal district courts of the United
States of America are the sole and exclusive form.


 


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 his Warrant for inspection by it.


 


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


 


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


 






    21


     


    

 


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 curing, correcting or supplementing any mistake, including to conform the provisions
of this Agreement to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective
provision contained herein, amending the provisions relating to cash dividends on common stock as contemplated by and in accordance
with this Agreement, 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, provided that the approval by the holders of at least 65% of the then-outstanding Public Warrants is required to make
any change that adversely affects the interests of the Registered Holders. All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered
Holders of 65% of the then outstanding Public Warrants, and with respect to any amendment to the terms of only the Private Placement
Warrants or Working Capital Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then outstanding
Private Placement Warrants or Working Capital Warrants, as applicable. 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.


 


Exhibit A Form of Warrant Certificate

Exhibit B Legend — Private Placement Warrants


 






    22


     


    

 


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


 


	 	GLASS HOUSES ACQUISITION CORP.
	 	 
	 	By: 	 
	 	Name: Quincy Fennebresque
	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By: 	                 
	 	Name:
	 	Title:



 



     


     


    

 


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


 


GLASS HOUSES ACQUISITION CORP.


 


Incorporated Under the Laws of the State
of Delaware


CUSIP 37714P 111


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 (“Common
Stock”), of Glass Houses Acquisition Corp., a Delaware corporation (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 non-assessable shares of Common Stock 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 Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will, upon
exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder. The number
of shares of 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 Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 






    A-1


     


    

 


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, without regard to conflicts of laws principles
thereof.


 


	 	GLASS HOUSES ACQUISITION CORP.
	 	 
	 	By: 	 
	 	Name:
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By: 	                 
	 	Name:
	 	Title:


 






    A-2


     


    

 


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 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) 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 shares of Common Stock to be issued upon exercise is effective under the Securities Act, or a valid exemption from registration
is available, and (ii) a prospectus thereunder relating to the shares of 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 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 Common Stock, the Company shall, upon exercise, round down to the nearest whole number
of shares of 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.


 






    A-3


     


    

 


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 Common Stock and herewith tenders payment
for such shares of Common Stock to the order of Glass Houses Acquisition Corp. (the “Company”) in the amount
of $              in accordance with
the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of              ,
whose address is              
and that such shares of Common Stock be delivered to                whose address is             .
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of 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 Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of the Warrant Agreement.


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with Section 6.2 of the Warrant Agreement.


 


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 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 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 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
Common Stock. If said number of shares is less than all of the shares of 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 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]


 



    A-4


     


    

  


	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)).


 






    A-5


     


    

 


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 GLASS HOUSES ACQUISITION CORP. (THE “COMPANY”), GLASS HOUSES 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 THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


	No.	Warrants


 


 


B-1