Exhibit 4.1


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between MCAP Acquisition
Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity
as transfer agent, referred to herein as the “Transfer Agent”).


 


WHEREAS,
on February 25, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with MCAP Acquisition,
LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase
an aggregate of 5,433,333 warrants (or 5,983,333 warrants if the Over-allotment Option (as defined below) in connection with the
Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing
of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant. Each Private Placement Warrant
entitles the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per share, subject to
adjustment as described herein;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant;


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-third of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver 9,166,666 warrants (or up to 10,541,666 warrants if the Over-allotment
Option is exercised in full) to public investors in the Offering (the “Public Warrants” and, together
with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof
to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are
exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1 (File No. 333-252607) and a prospectus (the “Prospectus”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants
and the Common Stock included in the Units;


 


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


 


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


 


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


 


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


 




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1.              Appointment
of Warrant Agent.


 


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


 


2.              Warrants.


 


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


 


2.2           Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to
this Agreement, a 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. Ownership of beneficial interests in
the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect
to a Warrant in its account, a “Participant”).


 


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


 


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


 


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


 


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


 




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


 


2.6           Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for
cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned
or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, and (iii)
shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement
Warrants and any shares of Common Stock held by the Sponsor or its Permitted Transferees that are issued upon exercise of the
Private Placement Warrants may be transferred by the holders thereof:


 


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


 


(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, or an affiliate of such individual or to a charitable organization;


 


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


 


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


 


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


 


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


 


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


 


(h)                as
distributions to direct or indirect members of the Sponsor;


 


(i)                 to
the Company for no value for cancellation in connection with the completion of its initial Business Combination; or


 


(j)                 in
the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the Company’s completion of its initial Business Combination;


 


provided,
however, that, in each case (except for clauses (f), (i) or (j) or with the prior written consent of the Company) prior
to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which any such
transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions in this Agreement.


 






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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 (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) 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 (including by allowing “cashless
exercise”) 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 three (3) Business Days prior written notice of such reduction to Registered
Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


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


 


3.3           Exercise
of Warrants.


 


3.3.1          Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Warrant represented by a book-entry, 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”)
any share of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the
reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in
accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


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


 


(b)                in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely
for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market
Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending
on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof;


 




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(c)                with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee,
by surrendering the Warrants for that number of shares of Common Stock equal (i) if in connection with a redemption of Private
Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole
Exercise (as defined below) and (ii) in all other scenarios, to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”,
as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for
purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the
average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the
date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;


 


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


 


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


 


3.3.2          Issuance
of Shares of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common
Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated
to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless (a) a registration statement under the Securities Act with respect to the shares of Common Stock underlying the
Public Warrants is then effective and (b) a prospectus relating thereto is current, subject to the Company’s satisfying
its obligations under Section 7.4 or a valid exemption from registration being available. No Warrant shall be exercisable
and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable
upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the
securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement,
a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Common Stock. The
Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to
the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


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.


 






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3.3.5          Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and his, her or its
affiliates or any such other person or group 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
his, her or 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 his, her or 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 his, her or 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.


 


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 capitalization or 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 capitalization or 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 “Historical 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 Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights
offering is for securities convertible into or exercisable for 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) “Historical 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. No shares of Common Stock shall be issued at less than their par value.


 






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4.1.2          Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to all or substantially all of the holders of the Common Stock on account of such shares of
Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with
the Company’s initial Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in
the Offering if the Company does not complete its initial Business Combination within the time period set forth in the Company’s
amended and restated certificate of incorporation, as amended from time to time or (ii) with respect to any other provision relating
to stockholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the shares
of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
 “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions
paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted
to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable
on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


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


 


4.3           Adjustments
in Exercise Price.


 


4.3.1          Whenever
the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, 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.


 


4.3.2          If
(x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price
or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined
in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account
any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”),
held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day
period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price,
the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price.


 






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4.4           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 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 corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares
of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Common Stock were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the
Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer
made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of
any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be
entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder
would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of
such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that
if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the
form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder
properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by
an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such
reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of
each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be
the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day
of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury
rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if
the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common
Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section
4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.5           Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares 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 Sections 4.1, 4.2, 4.3 or 4.4, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 






    8


     


    

 


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


 


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


 


4.8           Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent registered public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9           No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of the shares of
Class B common stock into shares of Common Stock, in each case, pursuant to the Company’s amended and restated certificate
of incorporation, as further amended from time to time.


 


5.              Transfer
and Exchange of Warrants.


 


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


 


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


 


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


 




    9


     


    

 


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


 


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


 


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


 


6.              Redemption.


 


6.1           Redemption
of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00. Subject to Sections 6.5 and 6.6
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise
Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or
exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration
statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has
elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2           Redemption
of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00. Subject to Sections 6.5 and 6.6
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise
Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (a) the Reference Value equals or exceeds $10.00 per
share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement
covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption
Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common
Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period
to expiration of the Warrants) and the Fair Market Value (as such term is defined in Section 3.3.1(b)) (a “Make-Whole
Exercise”).


 






    10


     


    

 


	Redemption
    Date

    (period to expiration of	 	Fair
    Market Value of Our Common Stock	 
	warrants)	 	≥$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60
    months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57
    months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54
    months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51
    months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48
    months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45
    months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42
    months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39
    months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36
    months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33
    months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30
    months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27
    months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24
    months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21
    months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18
    months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15
    months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12
    months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9
    months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6
    months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3
    months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0
    months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


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


 


The
stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment
pursuant to Section 4.3.1, the adjusted stock prices in the column headings shall equal the stock prices immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant
as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number
of shares issuable upon exercise of a Warrant. In no event will the number of shares issued in connection with a Make-Whole Exercise
exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


6.3           Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the
Warrants, pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which
any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall
mean the last reported sales price of the shares of Common Stock for any twenty (20) trading days within the thirty (30) trading-day
period ending on the third trading day prior to the date on which notice of the redemption is given.


 


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


 






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


 


6.6           Public
Warrants Held By the Company’s Officers or Directors. The Company agrees that if Public Warrants are held by any of
the Company’s officers or directors, the Public Warrants held by such officers and directors will be subject to the redemption
rights provided in Section 6.2, except that such officers and directors shall only receive the “Public
Warrant Fair Market Value” for such Public Warrants so redeemed. “Public Warrant Fair Market Value”
in this Section 6.6 shall mean the last reported sale price of the Public Warrants on the applicable Redemption Date.


 


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 a stockholder in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


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


 


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


 


7.4           Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1          Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days
after the closing of its initial Business Combination, it shall use commercially reasonable 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 commercially reasonable efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of
the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall
have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant to subsection 3.3.1,
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption)
for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as
defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1,
 “Fair Market Value” shall mean the volume-weighted average price of the Common Stock 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 his, her or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for
the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act
and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute))
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 






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


 


8.              Concerning
the Warrant Agent and Other Matters.


 


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


 


8.2           Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1          Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation 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.


 




    13


     


    

 


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.


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

 


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:


 


MCAP
Acquisition Corporation

311 South Wacker Drive, Suite 6400


Chicago,
Illinois 60606

Attn: Theodore L. Koenig





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

Attn:Compliance Department


 


With
a copy in each case to:


 


Nelson
Mullins Riley & Scarborough LLP

101 Constitution Avenue NW, Suite 900

Washington, DC 20001

Attn:Jonathan H. Talcott, Esq. and E. Peter Strand, Esq.

Email:jon.talcott@nelsonmullins.com and peter.strand@nelsonmullins.com


 


and


 


Greenberg
Traurig, LLP

1750 Tysons Boulevard, Suite 1000

McLean, VA 22102

Attn:Alan I. Annex and Jason T. Simon, Esq.

Email:annexa@gtlaw.com and simonj@gtlaw.com


 


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 forum for any such action, proceeding or claim. The Company hereby waives any objection to such jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not
apply to suits brought to enforce any liability or duty created by the Exchange Act, any other claim for which the federal district
courts of the United States of America have exclusive jurisdiction or any complaint asserting a cause of action arising under
the Securities Act against us or any of our directors, officers, other employees or agents.


 


Any person or entity purchasing or
otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in
a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 






    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;
Electronic Signatures. 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. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability
as an original signature.


 


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 to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, 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. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period and any amendments to the terms of only the Private
Placement Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public
Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement
with respect to the Private Placement Warrants, 50% of the then-outstanding Private Placement Warrants. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


 


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


 






    16


     


    

 


9.10         Business
Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities
and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including,
without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant
Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”).
Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed
to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting
the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but
no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent
becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed
appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection
with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active
and functioning normally in all material respects.


 


9.11         Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other
party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Warrant Agreement, including the fees for services, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without
limitation, pursuant to requests from the Securities and Exchange Commission and subpoenas from state or federal government authorities
(e.g., in divorce and criminal actions).


 


Exhibit
A – Form of Warrant Certificate


 


Exhibit
B – Legend


 


[Signature
Page Follows]


 




    17


     


    

 


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


 


	 	MCAP ACQUISITION CORPORATION 
	 	 
	 	By:	/s/ Scott A. Marienau
	 	Name:	Scott A. Marienau
	 	Title:	Chief Financial Officer  
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ James F. Kiszka
	 	Name:	James F. Kiszka
	 	Title:	Vice President 




 


[Signature
Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT
A 


 


Form
of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


MCAP
Acquisition Corporation

Incorporated Under the Laws of the State of Delaware


 


CUSIP
[•]


 


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


 


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


 


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


 




    A-1


     


    

 


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


 




    A-2


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive              shares of Common Stock and are issued or to
be issued pursuant to a Warrant Agreement dated as of February 25, 2021 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor
warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or
 “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the designated office(s) 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 designated office(s) 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(s) 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 third-party charges imposed in connection therewith.


 


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


 




    A-3


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive             
shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of MCAP Acquisition 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 6.1 or Section 6.2
of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant
Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) and Section 6.4 of the Warrant Agreement.


 


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


 


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


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section
of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following:
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless
exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock 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                     .


 


	Date:
    ,	 	(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 SEC RULE 17Ad-15 (OR ANY SUCCESSOR
RULE) under the SECURITIES exchange act, OF 1934, AS AMENDED).


 




    A-4


     


    

 


EXHIBIT
B


 


LEGEND


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG MCAP ACQUISITION
CORPORATION (THE “COMPANY”), MCAP ACQUISITION, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS
INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS.


 


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


 






    B-1