Exhibit 4.3


 


EXECUTION
VERSION


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of May 29, 2020, is by and between Hycroft Mining Holding Corporation f/k/a Mudrick Capital Acquisition Corporation,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company, MUDS Acquisition
Sub, Inc. a Delaware corporation and an indirect, wholly-owned subsidiary of the Company, and Hycroft Mining Corporation,
a Delaware corporation (“Seller”), entered into that certain Purchase Agreement (the “Purchase Agreement”),
dated as of January 13, 2020 and amended on February 26, 2020, whereby, subject to the approval of the Company’s
stockholders at the special meeting of the stockholders of the Company, the Company will, directly or indirectly, purchase and
assume (as applicable) from Seller, and Seller will sell and transfer (as applicable) to the Company, directly or indirectly, substantially
all of the assets and substantially all of the liabilities of Seller (such transaction, the “Business Combination”);


 


WHEREAS, the Company entered into
those certain Subscription/Backstop Agreements, dated as of January 13, 2020 and as amended or otherwise modified, with certain
persons or entities (such persons or entities, or their successors or permitted assigns, as set forth on Exhibit C
hereto, the “Warrantholders”), pursuant to which the Company agreed to issue to the Warrantholders an aggregate
of 3,249,999 warrants (the “Warrants”) to purchase one (1) share of Class A common stock of the Company
(the “Common Stock”), bearing the Legend set forth in Exhibit B hereto;


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant
shall be issued in registered form only, and, if a physical certificate (a “Physical Certificate”) is issued,
shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be
signed by, or bear the facsimile signature of, the Chairman of the Company’s board of directors (the “Board”),
President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to
be such at the date of issuance. All of the Warrants shall initially be represented by one (1) or more book-entry certificates
(each, a “Book-Entry Warrant Certificate”).


 


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


 


2.3 Registration.


 


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


 


2.3.2 Registered Holder. Prior to
due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in
whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a 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 Transfer of Warrants. So long
as the Warrants are held by the Warrantholders or any of their Permitted Transferees (as defined below), the Warrants: (i) may
be exercised for cash or on a “cashless basis,” pursuant to Section 3.3.1(b) hereof, and (ii) may
not be transferred, assigned or sold until thirty (30) days after the consummation of the Business Combination; provided,
however, that in the case of (ii), the Warrants, and any shares of Common Stock held by a Warrantholder or any Permitted
Transferees of such Warrantholder, as applicable, and issued upon exercise of the Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers or
directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Warrantholder
or to any holders of equity interests of such Warrantholder or any affiliates of such Warrantholder;


 


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


 






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


 


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


 


(e) by virtue of the laws of the state
of Delaware upon dissolution of such Warrantholder; or


 


(f) in the event that, following the
consummation of the Business Combination, the Company completes a liquidation, a merger, capital stock exchange, reorganization
or other similar transaction that results in all of the holders of the Company’s equity securities having the right to exchange
their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses
(a) through (e), these transferees (the “Permitted Transferees”) shall first enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions set forth in this Agreement.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company
in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of
not less than 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 date hereof and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five
(5) years after the date hereof and (y) the Redemption Date (as defined below) as provided in Section 6.2
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 Section 3.3.2 hereof with respect to an effective
registration statement. Except with respect to the right to receive the Redemption Price (as defined below), in the event of a
redemption (as set forth in Section 6 hereof), each outstanding 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 5:00 p.m. New
York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided, further, that any such extension shall be identical in duration
among all the Warrants.


 






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3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent
at its corporate trust department (i) the Physical Certificate evidencing the Warrants to be exercised, or, in the case of
a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of
the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent
to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common
Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Physical
Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Depositary or an institution that has
an account with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”)
in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a) by certified check payable to the
order of the Warrant Agent or by wire transfer;


 


(b) in the event of a redemption pursuant
to Section 6 hereof in which the Board has elected to require all holders of the Warrants to exercise the Warrants
on a “cashless basis,” by surrendering such Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value”, as defined in this Section 3.3.1(b) by (y) the
Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the
average last sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the
date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c) with respect to any Warrant, so long
as such Warrant is held by a Warrantholder or a Permitted Transferee, as applicable, by surrendering the Warrants for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined
in this Section 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;
or


 


(d) as provided in Section 7.4
hereof.


 






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


  


3.3.3 Valid Issuance. All shares of
Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and non-assessable.


 


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


 


3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the
election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8%
(as specified by the holder)(the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its
affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred
stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report
on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not
be effective until the sixty-first (61st) day after such notice is delivered to the Company.




 






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4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Split-Ups. If after the date
hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then,
on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering
to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market
Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the
quotient of (x) the price per share of Common Stock paid in such rights offering 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 Common
Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such
rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.


 






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4.1.2 Extraordinary Dividends. If the
Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of Common Stock on account of such shares of Common Stock (or other shares of the Company’s
capital stock into which the Warrants are convertible), other than (a) as described in Section 4.1.1 hereof or
(b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this Section 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis,
with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.


 


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


 


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


 






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4.4 Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under Section 4.1.1,
or Section 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock),
or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another
entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her
or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however,
that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall
execute an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance; provided, further,
that (i) if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of Common Stock in such consolidation or merger that affirmatively make
such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of Common
Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders
of the Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase
of shares of Common Stock by the Company in connection with the Business Combination) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker
(within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which
any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any
successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive
as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange
offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible
to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration
receivable by the holders of Common Stock in the applicable event is payable in the form of common stock in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be
so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within
thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current
Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) (but in no event
less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of
Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90
day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the
announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate
for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in
all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in shares of Common Stock covered by Section 4.1.1 hereof, then such adjustment shall be made pursuant
to Section 4.1.1 or Section 4.2, Section 4.3 hereof and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise
of the Warrant.


 






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


 


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


 


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


 






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


 


5. Transfer and Exchange of Warrants.


 


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


 


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


 


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


 


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


 






    	10	 



     


    

 


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.


 


6. Redemption.


 


6.1 Redemption. Not less than all
of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to
their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2
hereof, at the price of $0.01 per Warrant (the “Redemption Price”), provided, that the last sales price
of the Common Stock 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 Business Day prior to
the date on which notice of the redemption is given and provided that there is an effective registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the thirty (30)-day Redemption Period (as defined in Section 6.2 hereof) or the Company has elected to require the
exercise of the Warrants on a “cashless basis” pursuant to Section 3.3.1 hereof.


 


6.2 Date Fixed for, and Notice of, Redemption.
In the event that the Company elects to redeem all of the 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 (the “30-day Redemption Period”) to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


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


 


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


 


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


 






    	11	 



     


    

 


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


 


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


 


7.4 Registration of Common Stock.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of the
Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration,
under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best
efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of
the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company
shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of
the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of
the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely
for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. 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 Section 7.4.


 


8. Concerning the Warrant Agent and Other
Matters.


 


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


 






    	12	 



     


    

 


8.2 Resignation, Consolidation, or Merger
of Warrant Agent.


 


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


 


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


 


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


 


8.3 Fees and Expenses of Warrant Agent.


 


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


 






    	13	 



     


    

 


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


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the Board 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 hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct or bad faith.


 


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


 


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


 






    	14	 



     


    

 


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 February 7, 2018, by
and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


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


 


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


 


Hycroft Mining Holding Corporation


8181 E. Tufts Ave, Suite 510


Denver, CO 8023710022


Attention: Corporate Secretary


 


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


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


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.


 






    	15	 



     


    

 


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


 


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


 


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


 


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


 


9.8 Amendments. This Agreement may
be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative
Issuance pursuant to Section 4.4 hereof. 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 the Warrants shall require the vote or written
consent of the Registered Holders of 65% of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Section 3.1 and Section 3.2
hereof, 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.


 


[Signature Page Follows]


 






    	16	 



     


    

 


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


 


	 	HYCROFT MINING HOLDING CORPORATION
	 	 
	 	By:	/s/ Jason Mudrick
	 	Name: Jason Mudrick
	 	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 to Warrant Agreement]


 






    	17	 



     


    

 


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


 


HYCROFT MINING HOLDING CORPORATION


Incorporated Under the Laws of the State
of Delaware


 


CUSIP 44862P 117


 


Warrant Certificate


 


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


 


Each Warrant is initially exercisable for
one (1) fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant
holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


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


 






    	18	 



     


    

 


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.


 


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


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 






    	19	 



     


    

 


	 	HYCROFT MINING HOLDING CORPORATION
	 	 
	 	By:	               
	 	Name:
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






    	20	 



     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of [●], 2020 (the “Warrant Agreement”), duly
executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the
Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


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


 


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


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number
of shares of Common Stock to be issued to the holder of the Warrant. Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 





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


 


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


 






    	21	 



     


    

 


Election to Purchase


  


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is
exercisable for shall be determined in accordance with Section 3.3.1(b) and Section 6.3 of the Warrant
Agreement.


 


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


 


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


 


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


 


[Signature Page Follows]


 






    	22	 



     


    

 


Date:         , 20


 


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	(Tax Identification Number)




 


	Signature Guaranteed:
	 
	 	 




 


 


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


 






    	23	 



     


    

 


EXHIBIT B


 


LEGEND


 


	
        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE. SUCH
        SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO A REGISTRATION STATEMENT
        WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT
        TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR ANY APPLICABLE “BLUE SKY” LAWS. IN ADDITION, THE SECURITIES REPRESENTED
        BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE
        ISSUER OF SUCH SECURITIES (THE “COMPANY”) COMPLETES THE BUSINESS COMBINATION (AS DEFINED IN THAT CERTAIN WARRANT AGREEMENT
        (THE “WARRANT AGREEMENT”), DATED AS OF MAY 29, 2020 BY AND AMONG THE COMPANY AND CONTINENTAL STOCK TRANSFER &
        TRUST COMPANY) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH
        THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

         

        SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON
        STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND ARE ENTITLED TO REGISTRATION
        RIGHTS, AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT (THE “AGREEMENT”) DATED AS OF MAY 29, 2020 BY AND AMONG
        THE COMPANY AND THE OTHER SIGNATORIES PARTY THERETO. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, CONTRACTED TO, PLEDGED, GRANTED
        ANY OPTION TO PURCHASE, SOLD SHORT OR OTHERWISE DISPOSED OF DURING THE TERM OF SUCH TRANSFER RESTRICTIONS EXCEPT AS EXPRESSLY PROVIDED
        IN THE AGREEMENT. A COPY OF THE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.



 






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