Exhibit 4.8


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(“Agreement”) dated as of July 2, 2018 is between HL Acquisitions Corp., a British Virgin Islands company,
(“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant
Agent”).


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of units, each unit comprised of one Ordinary Share (as defined below) and one Public
Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 4,887,500
warrants (the “Public Warrants”), to the public investors, each such Warrant evidencing the right of the holder thereof
to purchase one ordinary share of the Company, no par value (“Ordinary Share”), for $11.50, subject to adjustment as
described herein; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-225520 (“Registration Statement”)
for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities, the Public
Warrants; and


 


WHEREAS, the Company has received a binding
commitment from its initial shareholders to purchase up to an aggregate of 2,221,875 warrants (the “Private Warrants”),
pursuant to subscription agreements (the “Subscription Agreements”); and


 


WHEREAS, the Company has agreed to issue
to EarlyBirdCapital, Inc. (“Representative”) and/or its designees unit purchase options to purchase up to 212,500 Units
pursuant to which up to an aggregate of 212,500 warrants (the “Representative Warrants”) may be issued; and


 


WHEREAS, the Company may issue up to an
additional 1,500,000 Warrants (“Working Capital Warrants”) in satisfaction of certain working capital loans made by
the Company’s officers, directors, initial shareholders, and affiliates; and


 


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


 






     

     


    

 


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


 


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


 


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


 


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


 


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


 


2. Warrants.


 


2.1. Form of Warrant. Each Warrant
shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer
and Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s
seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
not ceased to be such at the date of issuance.


 






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


 


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


 


2.4. Registration.


 


2.4.1. Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company.


 


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


 






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2.5. Detachability of Warrants. The
securities comprising the Units will not be separately transferable until the 90th day following the date of the prospectus
or, if such 90th day is not on a day, other than 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 with the consent of the Representative, but in no event will the Representative allow separate trading of
the securities comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the
Company from the exercise of the underwriters’ over-allotment option in the Public Offering, if the over-allotment option
is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current Report
on Form 8-K announcing when such separate trading shall begin (the “Detachment Date”).


 


2.6. Founders’ Warrant Attributes.
The Private Warrants will be issued in the same form as the Public Warrants but they (i) will not be redeemable by the Company
and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Private Warrants
are held by the initial purchasers or their affiliates and permitted transferees (as prescribed in Section 5.6 hereof). Once a
Private Warrant is transferred to a holder other than an affiliate or permitted transferee, it shall be treated as a Public Warrant
hereunder for all purposes.


 


2.7. Representative Warrants. The
Representative Warrants, when issued, shall have the same terms and be in the same form as the Public Warrants. The provisions
of this Section 2.7 may not be modified, amended or deleted without the prior written consent of the Representative.


 


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


 


3. Terms and Exercise of Warrants


 


3.1. Warrant Price. Each Warrant
shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Agreement refers to the price per share at which the 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 ten (10) Business Days; provided, that the Company shall provide at least ten (10) days prior
written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied
consistently to all of the Warrants.


 






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3.2. Duration of Warrants. A Warrant
may be exercised only during the period commencing on the later of the consummation by the Company of a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (“Business Combination”) (as described more fully in the Registration Statement) or 12 months from the
closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from
the consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the
liquidation of the Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable
until the Expiration Date shall hereafter be referred to as the “Exercise Period.” Except with respect to the right
to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide at least twenty (20) days written notice prior to the then Expiration Date
of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all
of the Warrants.


 


3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough
of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying
in full the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, as follows:


 


(a) by good certified check or good bank
draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 






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(b) in the event of redemption pursuant
to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants
on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the
Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for
the five (5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders
of the Warrants pursuant to Section 6 hereof; or


 


(c) with respect to any Private Warrants,
so long as such Private Warrants are held by the initial purchaser of the Private Warrants or its permitted transferees, by surrendering
such Private Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair
Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair
Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market
Value” shall mean the average reported last sale price of the Ordinary Shares for the five (5) trading days ending on the
third trading day prior to the date of exercise; or


 


(d) in the event the registration statement
required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination,
by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of
the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants
and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted
unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair
Market Value” shall mean the average reported last sale price of the Ordinary Shares for the five (5) trading days ending
on the day prior to the date of exercise.


 






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3.3.2. Issuance of Certificates. As
soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any),
the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of Ordinary Shares
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not
have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise.
No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless
the Ordinary Shares issuable upon such Warrant exercise 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 condition in the immediately preceding
sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
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 Ordinary Shares underlying such Unit. Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


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


 


3.3.4. Date of Issuance. Each person
in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the share transfer books are open.


 






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3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the
election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number
of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of
any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred 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 Ordinary Shares, the holder may rely on the number of outstanding
Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q,
current report on Form 8-K or other public filing with the Securities and Exchange Commission as 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 setting
forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then
outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or
exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding
Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


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


 


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


 


4.3 Extraordinary Dividends. If the
Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the Ordinary Shares or other shares of the Company’s capital stock into which the Warrants
are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s
Board of Directors, in good faith) of any securities or other assets paid on each Ordinary Shares in respect of such Extraordinary
Dividend; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision:
(a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per
share basis with all other cash dividends and cash distributions paid on the 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 of the
events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect
to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the
conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or (d) any payment
in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business
Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays
a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares
during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively
immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the
aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend)
and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such
365-day period prior to such $0.35 dividend)).


 






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4.4 Adjustments in Exercise Price.
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.5. Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section
4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding 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 Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results
in a change in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


 






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


 


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


 


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


 


4.9 Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and
(ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as
to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of
this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the
terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 






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5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer. The
Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, 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.


 


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, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate
for a fraction of a warrant.


 


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


 


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


 






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5.6. Private Warrants. The Warrant
Agent shall not register any transfer of Private Warrants until after the consummation by the Company of an initial Business Combination,
except for transfers (i) to the Company’s officers, directors, initial shareholders, employees, consultants or their affiliates,
(ii) to a holder’s shareholders officers, directors, employees or members upon the holder’s liquidation, (iii) by bona
fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member
of the holder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon
death of a holder, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection
with the consummation of a Business Combination or (vii) by private sales in connection with the consummation of a Business Combination
at prices no greater than the price at which the Private Warrants were originally purchased, in each case (except for clause (vi))
on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Subscription
Agreements and any other applicable agreement the transferor is bound by.


 


5.7. Transfers prior to Detachment.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant
is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption. Subject to Section
6.4 hereof, not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time during
the Exercise Period (so long as there is a current registration statement in effect with respect to the Ordinary Shares underlying
the Warrants), at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(“Redemption Price”), provided that the last sales price of the Ordinary Shares equals or exceeds $18.00 per share
(subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading
day period ending on the third business day prior to the date on which notice of redemption is given.


 






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6.2. Date Fixed for, and Notice of, Redemption.
In the event the Company shall elect to redeem all of the Public Warrants, the Company shall fix a date for the redemption (the
“Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than thirty (30) days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise After Notice of Redemption.
The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement)
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event the Company determines to require all holders of Public Warrants to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On
and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 


6.4 Exclusion of Certain Warrants.
The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent
a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase
rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is
met. Additionally, the Company agrees that the redemption rights provided in this Section 6 shall not apply to (i) the Private
Warrants and Working Capital Warrants if at the time of the redemption such Private Warrants or Working Capital Warrants continue
to be held by the initial purchasers or their permitted transferees or (ii) Post IPO Warrants if such warrants provide that they
are non-redeemable by the Company. However, with respect to the Private Warrants or Working Capital Warrants, once such Private
Warrants or Working Capital Warrants are transferred (other than to permitted transferees under Section 5.6), the Company may redeem
the Private Warrants and Working Capital Warrants in the same manner as the Public Warrants. The provisions of this Section 6.4
may not be modified, amended or deleted without the prior written consent of the Representative.


 






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


 


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


 


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


 


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


 


7.4. Registration of Ordinary Shares.
The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts
to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the Ordinary
Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register
or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders
of Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available.
The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement
has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall
have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of
the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The
Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required
to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly,
will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been
exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the
first three sentences of this Section 7.4.


 






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8. Concerning the Warrant Agent and Other Matters.


 


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


 


8.2. Resignation, Consolidation, or Merger
of Warrant Agent.


 


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


 


8.2.2. Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the transfer agent for the 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 will reimburse the Warrant
Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 






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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 or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2. Indemnity. The Warrant Agent
shall be liable hereunder only for its own 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); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions
of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether
any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 






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


 


9. Miscellaneous Provisions.


 


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


 


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:


 


HL Acquisitions Corp.


499 Park Avenue, 12th Floor


New York, New York 10022


Attn: Chief Executive 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 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


New York, New York 10004


Attn: Compliance Department


 






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with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Douglas S. Ellenoff, Esq.


 


and


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, New York 10017


Attn: David M. Nussbaum, Chairman


 


 


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. Any such
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. Persons Having Rights under this
Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders
of the Warrants and, for the purposes of Sections 2.7, 6.4, 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The
Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.7, 6.4, 7.4, 9.4 and
9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for
the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 2.7, 6.4, 7.4, 9.4 and
9.8 hereof) and their successors and assigns and of the registered holders of the Warrants..


 






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


 


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


 


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


 


9.8 Amendments. This Agreement may
be amended by the parties hereto (and EBC, if required) without the consent of any registered holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote
of the registered holders of (i) a majority of the then outstanding Public Warrants, Private Warrants and EBC Warrants if such
modification or amendment is being undertaken prior to, or in connection with, the consummation of a Business Combination or (ii)
a majority of the then outstanding Warrants if such modification or amendment is being undertaken after the consummation of a Business
Combination. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.


 






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


 


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


 


[Signature Page Follows]


 




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


 


	 	HL ACQUISITIONS CORP.
	 	 	 
	 	By:	 
	 		Name: 
	 		Title: 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
    

TRUST COMPANY
	 	 	 
	 	By:	 
	 		Name: 
	 		Title: 


 



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