Exhibit 4.1


 


WARRANT AGREEMENT


 


THRIVE ACQUISITION CORPORATION


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated October 20, 2021


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated October 20, 2021, is by and between Thrive Acquisition Corporation, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that
the Company enter into that certain Private Placement Warrants Purchase Agreements, with Thrive Acquisition Sponsor LLC, a Cayman Islands
exempted limited liability company (the “Sponsor”), Charles Urbain and GR Sleep LLC, a Delaware limited liability
company (collectively, the “Investors”), pursuant to which the Investors will to purchase an aggregate of 8,250,000
private placement warrants (or up to 9,150,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously
with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) (the “Investor Private Placement
Warrants”), each bearing the legend set forth in Exhibit B hereto at a purchase price of $1.00 per Private Placement
Warrant;


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share 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 of such loans may be convertible into up to an additional 1,500,000 Private
Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one Ordinary Share and one-half of one Public Warrant (as defined below) (the “Units”) and,
in connection therewith, has determined to issue and deliver up to 8,625,000 redeemable warrants (including up to 1,125,000 redeemable
warrants subject to the Over-allotment Option) 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 Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), 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; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No.
333-259418, 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 Ordinary Shares included in the Units;
and


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


2.
Warrants.


 


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


 


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


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants 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 annexed hereto as Exhibit A.


 






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Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, General Counsel, 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, 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 Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on
the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of BTIG, LLC,
but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has
filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the
gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right
to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is
exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate
trading shall begin.


 


2.5
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised
of one Ordinary Share and one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder.


 


2.6
Private Placement Warrants.


 


2.6.1
The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Investors
or any of their 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) including the Ordinary Shares issuable upon exercise of the Private
Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial
Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable
by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment
in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary
Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


(a)  
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members or partners of any of the Investors or their affiliates, or any affiliates of any of the Investors or any employees of such
affiliates;


 






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


 


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


 


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


 


(e)
by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection with
the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants
or Ordinary Shares, as applicable, were originally purchased;


 


(f)
pro rata distributions from any Investor to its respective members, partners, or stockholders pursuant to an Investor’s operating
agreement;


 


(g)
by virtue of an Investor’s organizational documents upon liquidation or dissolution of such Investor;


 


(h)
to the Company for no value for cancellation in connection with the consummation of our initial Business Combination;


 


(i) 
in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or


 


(j)  in
the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction
which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property subsequent to the completion of the Company’s initial Business Combination;


 


provided, however, that, in the case of clauses
(a) through (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 






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3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each whole 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 Ordinary Shares stated therein, at the price of $11.50 per share, subject
to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which Ordinary Shares may be
purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission,
any national securities exchange on which the Warrants are listed or applicable law); provided that the Company shall provide at least
five (5) 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 the earliest to occur
of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of
association, as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to
the Private Placement Warrants then held by any of the Investors or their Permitted Transferees with respect to a redemption pursuant
to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section
4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on 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 any of the Investors or their Permitted Transferees in connection
with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6
hereof), each Warrant (other than a Private Placement Warrant then held by any of the Investors or their Permitted Transferees in the
event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time
on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 






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3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the 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 Ordinary
Shares 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 Ordinary Share as to which the Warrant is exercised and any and
all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance
of such Ordinary Shares, as follows:


 


(a)  
in good certified check or wire payable to the Warrant Agent;


 


(b)  
[Reserved];


 


(c)  
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by any of the Investors or their
Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to (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 and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Investor Exercise Fair Market Value” (as defined in this subsection
3.3.1(c)) over the Warrant Price by (y) the Investor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c),
the “Investor Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares
for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement
Warrant is sent to the Warrant Agent;


 


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


 


(e)  
as provided in Section 7.4 hereof.


 


3.3.2
Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is
entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such
Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from
registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise
of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have 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 Warrants may exercise its Warrants only for a whole number of Ordinary Shares.
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 an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder.


 






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3.3.3
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the
Company’s amended and restated memorandum and articles of association shall be validly issued, fully paid and nonassessable.


 


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


 


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


 






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4.
Adjustments.


 


4.1
Share Capitalizations.


 


4.1.1
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued
and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary
Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of
Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary
Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at
a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary
Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity
securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus
the quotient of (x) the price per Ordinary Share 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 Ordinary Shares, in
determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means
the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the
first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to
receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially
all of the holders of the Ordinary Shares a dividend or makes a distribution in cash, securities or other assets on account of such Ordinary
Shares (or other shares 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 Ordinary Shares in connection with
a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with
a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance
or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection
with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its
initial Business Combination within the time period required by the Company’s Amended and Restated Memorandum and Articles of Association,
as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as
a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval or (f) in connection with the redemption of public shares 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 Company’s
board of directors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share
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 Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of Ordinary Shares issuable on exercise of each Warrant).


 


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








 


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


 






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4.4
Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary
Shares or equity-linked securities 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 Ordinary Share (with such issue price or effective issue price to be determined
in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class
B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such 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 the Company’s initial Business Combination
on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average
trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company
consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the
Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price
described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price.


 


4.5
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and
outstanding Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par
value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than
a merger or consolidation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
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 Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares, 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 Ordinary Shares were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, 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 Ordinary Shares in such merger or consolidation
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 Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of association
or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together
with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) 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 issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary
Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as 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 Ordinary Shares in the applicable event is payable
in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly
exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars)
equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each
Ordinary Share shall be the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the
trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained
from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term
of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares
consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price
of the Ordinary Shares 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 Ordinary Shares covered by subsection 4.1.1, then
such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.5. The
provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event shall 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, the Company shall give written notice
of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of
the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


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


 


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. 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.


 






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


 


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


 


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


 


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


 


6.
Redemption.


 


6.1
Redemption of Warrants When Shares Trade At or Above $18.00. Subject to Section 6.5 hereof, not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any time 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 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 Ordinary Shares issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section
6.3 below).


 


6.2
Redemption of Warrants When Shares Trade At or Above $10.00. Subject to Section 6.5 hereof, not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10
per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section
4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4
hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.
During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary
Shares 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 “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a
“Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market
Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following
the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption
pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than
one (1) Business Day after the ten (10) trading day period described above ends.


 






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



 


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


 


The share prices set forth
in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is
adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so
adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a Warrant. If the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share
prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no
event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to
adjustment)


 






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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 period lasting from such time until 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 Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on
the third (3rd) 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 Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section
6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5
Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1
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 any of the Investors or their Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 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 any of the Investors
or their 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 Section 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 and shall
become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.


 


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.


 






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


 


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


 


7.4
Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1
Registration of the Ordinary Shares. 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 its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days
following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If
any such registration statement has not been declared effective by the 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 issuance of
the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal
to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares 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 Ordinary Shares as reported during the ten (10) trading day period immediately following the date
that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The
date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent.
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 Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) 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.


 


7.4.2
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, 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 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary
Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.


 






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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 Ordinary Shares upon the exercise of the Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 


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


 


8.2.3
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity 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 Chairman, Chief Executive Officer, the Chief Financial Officer, the President, the Chief
Operating Officer, the General Counsel or the Secretary 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.


 






    15


     


    

 


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 Ordinary Shares to be issued pursuant to
this Agreement or any Warrant or as to whether any Ordinary Shares shall, 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 monies received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of the Warrants.


 


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


 


9.
Miscellaneous Provisions.


 


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


 


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


 


Thrive Acquisition Corporation

Charles Jobson


Chief Executive Officer


Riverside Center


275 Grove Street, Suite 2-400


Newton, MA 02466


 






    16


     


    

 


with a copy to:


 


Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Attn: Mark D. Wood & Evan S. Borenstein


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


9.3
Applicable Law and Exclusive Forum. 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. Subject to applicable law, 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
exclusive 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 or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


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 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.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person, corporation or other entity 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.


 






    17


     


    

 


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 United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of (i) curing any ambiguity or correcting any mistake, including conforming the provisions hereof to the description of the terms of the
Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary
Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing
any 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 under this Agreement. All other modifications or amendments,
including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of
only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of at least 65% of the then outstanding
Public Warrants; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of this
Agreement solely with respect to the Private Placement Warrants shall also require at least 65% 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.


 




    18


     


    

 


Exhibit A — Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants





 




    19


     


    

 


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


 


	 	THRIVE ACQUISITION CORPORATION
	 	 
	 	By: 	/s/ Benjamin Kao
	 	Name: 	Benjamin Kao
	 	Title: 	President
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 

as Warrant Agent
	 	 
	 	By: 	/s/ Douglas Reed
	 	Name: 	Douglas Reed
	 	Title: 	Vice President



 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Thrive Acquisition Corporation

Incorporated Under the Laws of the Cayman Islands


 


CUSIP [●]


 


Warrant Certificate


 


This Warrant Certificate
certifies that [●], or registered assigns, is the registered holder of [●] warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”),
of Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each Warrant entitles
the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as
provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of
Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


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


 






    A-1


     


    

 


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


 


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


 


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


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 


	 	THRIVE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:	Authorized Signatory
	 	 
	 	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 [●] Ordinary
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


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


 


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


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


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


 


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


 




    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 [●] Ordinary Shares and herewith tenders payment
for such Ordinary Shares to the order of Thrive Acquisition Corporation (the “Company”) in the amount of $[●]
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
[●], whose address is [●] and that such Ordinary Shares be delivered to [●] whose address is [●]. If said [●]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of [●], whose address is [●] and that
such Warrant Certificate be delivered to [●], whose address is [●].


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


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


 


[Signature Page Follows]


 






    A-4


     


    

 


	Date: ____________________, 20__	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED).





 




    A-5


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
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 THRIVE ACQUISITION CORPORATION (THE “COMPANY”), THRIVE ACQUISITION SPORSOR LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE UPON WHICH THE 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 BY THIS CERTIFICATE AND CLASS
A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [●] WARRANT


 


 


B-1