Exhibit 4.4


 





WARRANT AGREEMENT


 


Agreement made as of ___________, 2015 between
Harmony Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, NY 10017 (“Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York
10004 (“Warrant Agent”).


 


WHEREAS, the Company has received
binding commitments (“Subscription Agreements”) from its initial stockholders and CF&CO (defined below) to
purchase up to an aggregate of 558,500 units, each unit (“Unit”) comprised of one share of common stock of the
Company, par value $.0001 per share (“Common Stock”) and one warrant (“Warrant”) to purchase one
share of Common Stock at a price of $11.50 per  share, subject to adjustment as described herein, and in connection
therewith, will issue and deliver up to an aggregate of 558,500 Warrants upon consummation of such private placement
(“Private Offering”); and


 


WHEREAS, the Company may issue up to an additional
50,000 Warrants in satisfaction of certain working capital loans made by the Company’s officers, directors, initial
stockholders and affiliates; and


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver up to 11,500,000  Warrants to the public investors; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-197330 (“Registration Statement”),
for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants
and the Common Stock issuable upon exercise of the Warrants; and


 


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


 






    	



    	 



    

 


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


 


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


 


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


 


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


 


2.           Warrants.


 


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


 






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


 


2.3.           Registration.


 


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


 


2.3.2.           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 shall be registered upon the Warrant Register (“registered holder”) as the absolute owner of such Warrant and
of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made
by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4.           Detachability of Warrants. The securities comprising
the Units will not be separately transferable until ten business days following the earlier to occur of the expiration of the underwriters’
over-allotment option in the Public Offering, its exercise in full or the announcement by the underwriters of its intention not
to exercise all or any remaining portion of the over-allotment option, but in no event will separate trading of the securities
comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the
exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues
a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment
Date”).


 






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3.           Terms and Exercise of Warrants


 


3.1.           Warrant Price. Each Warrant shall, when countersigned
by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
to purchase from the Company one share of Common Stock, 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 Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for
a period of not less than 20 business days; provided, however, that the Company shall provide at least 20 business days prior written
notice of such reduction to registered holders of the Warrants; provided, further, however, that any such reduction shall be applied
consistently to all of the Warrants.


 






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3.2.           Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of
30 days after the completion by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)
(as described more fully in the Registration Statement) or 12 months from the date of the Company’s prospectus, and terminating
at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination (ii)
the liquidation of the Company or if the Company fails to consummate a Business Combination within 24 months from the closing
of the Public Offering, and (iii) the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set
forth in Section 7.4 below. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the
duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice to registered
holders of the Warrants of such extension of not less than 20 days.


 


3.3.         Exercise of Warrants.


 


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


 


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


 






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


 


(c)           in the event the post-effective
amendment or registration statement required by Section 7.4 hereof is not effective and current, then during the period beginning
on the 91st day after the closing of the Business Combination and ending upon the effectiveness of such post-effective
amendment or registration statement, and during any other period after such date of effectiveness when the Company shall fail to
have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the
Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall
be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the
“Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending
on the day prior to the date of exercise.


 






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3.3.2.           Issuance of Certificates. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue
to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he
is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and
shall have no obligation to settle such Warrant exercise unless a registration statement under the Act with respect to the shares
of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.
In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise would be unlawful.


 


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


 






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


 


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


 






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4.           Adjustments.


 


4.1.           Stock Dividends - Split Ups. If after the date
hereof, the number of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock, or by a split
up of the Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares of Common Stock. A rights offering to all holders of the Common Stock entitling holders to purchase Common Stock
at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares
of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied
by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair
Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable
for the Common Stock, in determining the price payable for the Common Stock, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Common Stock trades on the applicable exchange or in the applicable market, regular way,
with the right to receive such rights.


 






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4.2.           Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse share split or reclassification of the Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse share 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           Extraordinary
Dividends.  If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common
Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of
the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of shares of Common
Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management
Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the
Company’s board of directors, in good faith) of any securities or other assets paid on each share of the Common Stock in
respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “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).


 






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


 






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4.5.           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change under subsections 4.1, 4.2 or 4.3 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance” ); provided, however, that (i) if the holders of the Common
Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon
such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance
for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a
tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided
for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase of shares of Common
Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) 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) 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) 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
SEC, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior
to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be
taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock
as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event,
(3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading
day immediately prior to the day of the announcement of the applicable event , and (4) the assumed risk-free interest rate shall
correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share
of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall
be made pursuant to subsection 4.1 or 4.2 or Sections 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






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


 






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


 


4.8.           Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; 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.


 


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





 



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5.           Transfer and Exchange of Warrants.


 


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


 


5.2.           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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


 






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


 


5.6.           Detachment
Date. Prior to the Detachment Date, the Public Warrants may be transferred and 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 Unit 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.  Not
less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock has been at least $17.50
per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30)
trading day period (“30-Day Trading Period”) ending on the third business day prior to the date on which notice of
redemption is given and provided further that there is a current registration statement in effect with respect to the shares of
Common Stock underlying the Warrants commencing five business days prior to the 30-Day Trading Period and continuing each day thereafter
until the Redemption Date (defined below).


 






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


 


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


 








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


 


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


 


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


 


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


 






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7.4.           Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than 15 days after the closing of a
Business Combination, it shall use its best efforts to file with the SEC a post-effective amendment to the Registration Statement,
or a new registration statement, for the registration, under the Act, of the shares of Common Stock issuable upon exercise of
the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which
the Warrants were initially offered by the Company, the shares of Common Stock issuable upon exercise of the Warrants. In either
case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees
to use its best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available. If any such post-effective amendment or registration statement has not been
declared effective by the 90-day anniversary following the closing of the Business Combination, holders of the Warrants shall
have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending
upon such post-effective amendment or registration statement being declared effective by the SEC, and during any other period
after such date of effectiveness 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” as
determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the
Company (which shall be an outside law firm with securities law experience) stating that (i) the issuance of shares of Common
Stock upon exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under
the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws
by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not
be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
Section 7.4. The provisions of this Section 7.4 may not me modified, amended or deleted without the prior written consent
of CF&CO.


 


8.           Concerning the Warrant Agent and Other Matters.


 


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


 






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


 


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


 






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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 will 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 Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer or Chairman of the Board of 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.


 






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


 


8.4.3.           Exclusions. The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section
4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any
Common Stock will when issued be valid and fully paid and nonassessable.


 


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 moneys received by the Warrant Agent for the purchase of Common Stock through the exercise of Warrants.


 


8.6           Waiver.
The Warrant Agent hereby waives any 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.


 






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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 Warrant 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 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:


 


Harmony Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


Attn: Chief Executive Officer


 


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


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 






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with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Stuart Neuhauser, Esq.


 


and


 


Cantor Fitzgerald & Company

499 Park Avenue

New York, NY 10022

Attn: David Batalion

Facsimile:


 


9.3.           Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to
be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim.


 






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


 


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


 


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


 


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


 






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9.8           Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote
of the registered holders of 65% of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the
registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written
consent of CF&CO.


 


9.9           Severability. This Warrant 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 Warrant 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 Warrant Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 






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


 





	 	HARMONY MERGER CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER


& TRUST COMPANY


	 	 	 
	 	By:	 
	 	 	Name:


Title:






 


 


 


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