Exhibit 4.1


 


 


WARRANT AGREEMENT


 


between


 


SILVER SPIKE ACQUISITION CORP II


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of March 10, 2021, is by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS, on March 10, 2021 the Company
entered into that certain Sponsor Warrants Purchase Agreement with Silver Spike Sponsor II, LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,666,667
warrants (or up to 5,166,667 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 any 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 $1.50 per Private Placement Warrant. Each Private Placement Warrant
entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per share, subject
to adjustment, terms and limitations as described herein; 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 1,000,000 Private Placement
Warrants at a price of $1.50 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary
shares”), and one-fourth of one redeemable warrant (the “Public Warrants” and, together
with the Private Placement Warrants, the “Warrants”), and, in connection therewith, has determined to
issue and deliver up to 7,187,500 Public Warrants (including up to 937,500 Public Warrants subject to the Over-allotment Option)
to public investors in the Offering. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No.
333-252803 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 Class A ordinary shares 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 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, such Warrant 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


 




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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, Chief Financial Officer,
Chief Operating 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 Class A 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 Credit Suisse Securities (USA), LLC and Stifel, Nicolaus & Company, Incorporated, but in no event shall the Class
A 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 Form 8-K, and (B) the Company issues a press release 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 Class A ordinary share and one-fourth 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. The Private Placement 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): (i) the Private Placement Warrants may be exercised


 




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for
cash or on a “cashless basis,” pursuant to subsection ‎3.3.1(c)
hereof, (ii) the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement
Warrants) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business
Combination, (iii) the Private Placement Warrants shall not be redeemable by the Company other than pursuant to Section 6.2
hereof and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that
in the case of (ii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted
Transferees and issued upon exercise of the Private Placement 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 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)       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;


 


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


 


(g)       by
virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution
of the Sponsor; and


 


(h)       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 Class A 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 (e) and (g), 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.


 


3.       Terms
and Exercise of Warrants.


 


3.1.       Warrant
Price. Each whole Warrant (if in certificated form, when countersigned by the Warrant Agent), shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Class
A 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


 




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Price”
as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless
exercise,” to the extent permitted hereunder) at which Class A 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, 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, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), and terminating on 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 then held by the Sponsor or any of its Permitted Transferees in the event of a redemption pursuant to Section
6.1 hereof or, if the Reference Value equals or exceeds $18.00 per shares (subject to adjustment in compliance with Section 6.1
hereof), Section 6.2 hereof, then held by the Sponsor or any of its Permitted Transferees, 5:00 P.M., New York City time, on the
Redemption Date (as defined below) as provided in Section ‎6.4 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 valid exemption. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or any of its Permitted
Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per
share (subject to adjustment in compliance with Section 6.1 hereof), Section 6.2 hereof) in the event of a redemption (as set forth
in Section ‎6 hereof), each outstanding Warrant (other than a Private
Placement Warrant held by the Sponsor or any of its Permitted Transferees in the event of a redemption pursuant to Section 6.1
hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 6.1 hereof),
Section 6.2 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 term “outstanding”
as used in this Agreement with respect to any securities shall mean securities that are issued and outstanding. 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, (if in certificated form, when countersigned by the Warrant
Agent), may


 




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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 (or, in the case of Warrants held through the Depositary in uncertificated or book-entry only form, through the
applicable procedures of the Depositary), and by paying in full the Warrant Price for each Class A 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 Class A ordinary shares and the issuance of such Class A ordinary shares, as follows:


 


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


 


(b)       [Reserved]


 


(c)       with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or any of its Permitted
Transferees, by surrendering the Warrants for that number of Class A ordinary shares equal to (i) in connection with a redemption
of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise
and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection ‎3.3.1(c))
over the exercise price of the Warrants 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 reported sale price of the Class A ordinary shares 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
is sent to the Warrant Agent;


 


(d)       on
a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)       on
a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2.       Issuance
of Class A 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 full Class A 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.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A 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 covering the issuance of the Class A 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.
No Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant
unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from


 




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registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In no event will
the Company be required to net cash settle any Warrant. 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 Class A ordinary shares, the Company shall round down to the nearest whole
number, the number of Class A ordinary shares to be issued to such holder.


 


3.3.3.       Valid
Issuance. All Class A ordinary shares 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 Class A 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 Class A 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 Class A ordinary
shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5.       Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection ‎3.3.5; however, no holder of a
Warrant shall be subject to this subsection ‎3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of the Class A ordinary
shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of Class A ordinary shares beneficially owned by such person and its affiliates shall include the number of Class A ordinary shares
issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Class A 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 Class A ordinary shares, the holder may rely on the number of outstanding
Class A 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


 




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the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock
Transfer & Trust Company, as transfer agent (the “Transfer Agent”), setting forth the number of
Class A 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 Class A ordinary shares then outstanding.
In any case, the number of outstanding Class A 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 outstanding Class
A 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.       Stock
Dividends.


 


4.1.1.       Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.7 below, the number of outstanding Class A ordinary
shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary
shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Class
A ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class
A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares
at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Class
A ordinary shares equal to the product of (i) the number of Class A 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 Class A ordinary shares)
and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (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 Class A ordinary shares, in determining the price payable
for Class A 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) “Fair Market Value” means the volume weighted average price of
Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on
which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 


4.1.2.       Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other
securities 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 Class A ordinary
shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (i) to modify the substance or timing of the


 




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Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public
shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect
to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in
connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination (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 Class A ordinary
shares in respect of such Extraordinary Dividend. For purposes of this subsection ‎4.1.2,
“Ordinary Cash Dividends” means 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 Class A ordinary shares
during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted
to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to
the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 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 outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or
reclassification of Class A 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 Class A ordinary shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding Class A ordinary shares.


 


4.3.       Adjustments
in Exercise Price. Whenever the number of Class A 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 Class A 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 Class A ordinary shares so purchasable
immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for
capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue
price of less than $9.20 per Class A ordinary 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 founder shares
(as defined in the Prospectus) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”) and (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 initial Business Combination on the date of the completion of
the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Company’s
ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant
Price will be adjusted (to the nearest


 




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cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption
trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and
180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 


4.4.       Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A ordinary
shares (other than a change under Section ‎4.1 or Section ‎4.2
hereof or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of
the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Class A 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 Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares or 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 Class A 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 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 Class A ordinary shares 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
Class A 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 repurchase of Class A 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 outstanding
Class A 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 Class A
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


 




    10 


     


    

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 Class A 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 of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) 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, (i) Section ‎6
of this Agreement shall be taken into account, (ii) the price of each Class A ordinary shares shall be the volume weighted
average price of the Class A ordinary shares as reported 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 Class A ordinary shares
consists exclusively of cash, the amount of such cash per Class A ordinary shares, and (ii) in all other cases, the volume weighted
average price of the Class A ordinary shares 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 Class A 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 the Warrant.


 


4.5.       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 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 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


 




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share,
the Company shall, upon such exercise, round down to the nearest whole number the number of Class A ordinary shares 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 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 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 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 ‎4.8 as a result of any issuance
of securities in connection with a Business Combination. 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
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 When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time 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 of $0.01 per Warrant (the “Redemption Price”), provided
that the last sales price of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment in
compliance with Section ‎4 hereof), on each of twenty (20) trading days
within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is
given (“Reference Price”) and provided that there is an effective registration statement covering the
issuance of the Class A 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.       Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to
adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption
on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant
to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1 and receive a number of Class A ordinary shares determined by reference to the table below,
based on the Redemption Date (calculated for purposes of the


 




    13 


     


    

table
as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this
Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the volume weighted average price of the Class A ordinary shares 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 warrants)	
        ≤$10.00 
	
        $11.00 
	
        $12.00 
	
        $13.00 
	
        $14.00 
	
        $15.00 
	
        $16.00 
	
        $17.00 
	
        ≥$18.00 

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


 


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


 


The share prices set forth in the column headings of the table
above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is
adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to


 




    14 


     


    

Section 4.3, the adjusted share prices in the column
headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is
the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is
the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted
in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price is adjusted
pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately
prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued
Price and the denominator of which is $10.00. In no event shall the Warrants be exercisable in connection with a Make-Whole Exercise
for more than 0.361 Class A ordinary shares 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 Section 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 Public 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.


 


6.5.       Exclusion
of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 shall not apply to
the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor
or any of its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in
compliance with Section 4 hereof), the redemption rights provided in Section 6.2 shall not apply to the Private Placement
Warrants if at the time of redemption such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted
Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees under Section ‎2.6),
the Company may redeem the Private Placement Warrants pursuant to Section ‎6.1
or Section 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such
Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4.
Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8.


 


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


 




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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 Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Class A 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 Class A Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1.       Registration
of the Class A 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 commercially reasonable efforts to file with the Commission
a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise
of the Warrants. The Company shall use commercially reasonable efforts to cause the same to become effective within sixty (60)
Business Days after the closing of its initial Business Combination 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 60th Business Day following the closing
of the Business Combination, holders of the applicable 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 Class
A ordinary shares issuable upon exercise of the applicable 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 Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the
number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as
defined below) over the exercise price of the Warrants 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 Class A 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


 




    16 


     


    

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 Class A 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 (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive
legend. Except as provided in subsection ‎7.4.2, for the avoidance of any
doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to
comply with its registration obligations under the first three sentences of this subsection ‎7.4.1.


 


7.4.2.       Cashless
Exercise at Company’s Option. If the Class A ordinary shares are at the time of any exercise of a 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 (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 not be required to file or maintain in effect a registration statement for
the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require a holder of Public
Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use commercially
reasonable efforts to register or qualify for sale the Class A ordinary shares issuable upon exercise of the Public Warrant under
the blue sky laws of the state of residence in those states in which the Public Warrants were initially offered by the Company
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 Class A 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


 




    17 


     


    

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 Class A ordinary shares not later than the effective date of any
such appointment.


 


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


 


8.3.       Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4.       Liability
of Warrant Agent.


 


8.4.1.       Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating 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.


 




    18 


     


    

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, out-of-pocket 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 Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class
A ordinary shares 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 Class A 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.


 


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


 




    19 


     


    

prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Silver Spike Acquisition Corp II

660 Madison Avenue, Suite 1600





New York, New York, 10065





Attention: Chief Financial Officer


 


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, New York 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, without giving effects to the conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction.


 


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


 


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


 


9.6.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail
(including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§
301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 




    20 


     


    

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 curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants,
shall require the vote or written consent of the Registered Holders of 65% of the then outstanding Public 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.


 


Exhibit A Form of Warrant Certificate

Exhibit B Legend


 


[Signature Page Follows]


 




    21 


     


    

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


 


	 	SILVER SPIKE ACQUISITION CORP II
	 	 
	 	 
	 	By:	/s/ Scott Gordon
	 	 	Name:Scott Gordon
	 	 	Title:  Chief Executive Officer
	 	 	 	 



 

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	 
	 	By:	/s/ Margaret B. Lloyd
	 	 	Name:Margaret B. Lloyd
	 	 	Title:   Vice President



 


 


[Signature Page - Warrant Agreement]


 



     


     


    

EXHIBIT A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

SILVER SPIKE ACQUISITION CORP II

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G8201H 113


 


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 Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”), of Silver Spike Acquisition
Corp II, 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
non-assessable Class A 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 Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder. The number of
Class A 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 Class A 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 Warrant 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.


 


	 	SILVER SPIKE ACQUISITION CORP II
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 



     


     


    

[Form
of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are
part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are
issued or to be issued pursuant to a Warrant Agreement dated as of March 10, 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 Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Class A 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 Class A 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 a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Class A 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 Class A ordinary shares and herewith tenders payment for such Class A ordinary
shares to the order of Silver Spike Acquisition Corp II (the “Company”) in the amount of $       
in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered
in the name of        , whose address is         and that
such Class A ordinary shares be delivered to         whose address is        .
If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A 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 the Warrant Agreement, the number of Class A ordinary shares
that this Warrant is exercisable for shall be determined in accordance with the applicable provision 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 Class A 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 Class A ordinary shares.
If said number of shares is less than all of the Class A 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 Class A 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: , 20


 


	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)




	 	
 


	 	(Tax Identification Number)



 

	 
	Signature Guaranteed:
	 
	 
	 


THE SIGNATURE(S) MUST 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 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




     


     


    

EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED HEREBY
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 SILVER SPIKE ACQUISITION CORP II (THE “COMPANY”), SILVER SPIKE SPONSOR, LLC AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY 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 HEREBY 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