Exhibit 4.1


 


WARRANT AGREEMENT


 


ICONIC SPORTS ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated October 26, 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated October 26, 2021, is by and between Iconic Sports Acquisition Corp., 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 Agreement, with Iconic Sports Management LLC, a Cayman Islands limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 15,000,000 warrants (or
up to 17,025,000 if the Over-allotment Option (as defined below) is exercised in full) simultaneously with the closing of the Offering
(as defined below) and the closing of the Over-allotment Option, if applicable, bearing the legend set forth in Exhibit B
hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private
Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject
to adjustment as described herein; and


 


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 have the right, but not the obligation,
to loan the Company funds pursuant to an interest free loan, of which up to $1,500,000 may be convertible into up to an additional 1,500,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant at the option of the lender; 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 15,000,000 redeemable warrants (including up to 2,250,000 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”) registration statement on Form S-1, File Numbers 333-260096
and 333-260421, 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”).


 






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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.


 


Physical certificates, if issued, shall be signed
by, or bear the facsimile signature of, the Chairman of the Board, Co-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 Credit Suisse Securities (USA)
LLC and Morgan Stanley & Co. 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.


 






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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 Sponsor or any of its
Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,”
pursuant to subsection 3.3.1(c) hereof, (ii) 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 affiliate or family member of any of the Company’s officers or directors, any members
or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;


 


  (b)              in
the case of an individual, by gift to a member of one 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 the 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 the consummation of the Company’s initial 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 the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement;


 


  (g)              by
virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;


 


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


 


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


 






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  (j)               in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all
of the 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.


 


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 fifteen 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 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
thirty (30) days after the first date on which the Company completes an initial Business Combination, 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 an initial Business Combination,
and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or its 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 the Sponsor
or its 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 the Sponsor or its 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; 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 the Sponsor or a Permitted Transferee,
as applicable, 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 “Sponsor Exercise Fair Market Value” (as defined
in this subsection 3.3.1(c)) over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of
this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported
sale price of the Ordinary Shares for the ten (10) trading days ending on, and including, the third (3rd) trading day prior to the
date on which the 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.


 






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  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.


 


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


 


  3.3.4.          Date
of Issuance. Each person in whose name any 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 Ordinary Shares at the close of business on the next succeeding date on
which the share transfer books or book-entry system are open.


 






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  3.3.5.          Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence
is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred 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.


 


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, and including, 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.


 






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  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 or 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.


 






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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.


 


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, then (i) 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, (ii) 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 (iii) 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.


 






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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 consolidation
or merger 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 or 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 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 Ordinary Shares
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 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, and including,
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.


 






    12 


     


    

 


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


 


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


 


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).


 






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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
ending on, and including, the date 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.


 


	 	 	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- or 366-day year, as applicable.


 






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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 of a warrant 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).


 


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, or delivered electronically through the facilities of DTC by
the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to
the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received
such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which
any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall
mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending
on, and including, the third trading day prior to the date on which notice of the redemption is given.


 


6.4.            Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with 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 the
Sponsor or its 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 the Sponsor or its
Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance
with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to 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.


 






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


 


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


 


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


 


7.3.          Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that shall 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 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 initial 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 initial 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 Ordinary Share per Warrant. 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 ending on,
and including, the third training day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such
Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. 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.


 


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.


 



    17


     


    

 


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.


 



    18


     


    

 


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


 


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


 


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


 



    19


     


    

 


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:


 


Iconic Sports Acquisition Corp.

16 Hanover Square

London, W1S 1HT


United Kingdom

Attention:


with a copy to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Christian O. Nagler


 


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, NY 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 the 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.


 



    20


     


    

 


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.


 


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. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct
the transactions contemplated hereunder by electronic means.


 


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.


 



    21


     


    

 


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 to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, or defective provision contained herein or, (ii) making any amendments that are necessary
in the good faith determination of the Board (taking into account then existing market precedents for initial public offerings of special
purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the Warrants to continue to be classified as
equity in the Company’s financial statements; provided that no such amendment shall increase the Warrant Price, shorten the Exercise
Period or will, in the aggregate, materially affect the legal rights of Registered Holders of the then-outstanding Public Warrants under
this Agreement, (iii) removing or reducing the Company’s ability to redeem the Warrants or (iv) 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 rights of the Registered Holders under this Agreement, provided that in the case of this clause
(iv) the approval by the Registered Holders of at least 50% of the then-outstanding Public Warrants is required to make any change
that adversely affects the legal rights of the Registered Holders of the Public Warrants under this Agreement. The Company may amend the
terms of the Public Warrants in a manner adverse to a Registered Holder if holders of at least 50% of the then-outstanding Public Warrants
approve of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of
this Agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants; provided
that this Agreement may be amended by the parties hereto with the vote or written consent of Registered Holders of at least 50% of the
then outstanding Private Placement Warrants without the consent of any other Registered Holder to provide that the Private Placement Warrants
(a) will remain Private Placement Warrants when transferred to any party, including parties that are not Permitted Transferees, or
(b) have the same terms as the Public Warrants, subject to any applicable contractual restrictions or securities law restrictions.
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.


 


Exhibit A — Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 



    22


     


    

 


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


 


 


	 	Iconic Sports Acquisition Corp.
	 	 	 
	 	By: 	/s/ Fausto Zanetton
	 	 	Name:	 Fausto Zanetton
	 	 	Title: 	Chief Financial Officer and Co-Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By:	/s/ Michael Goedecke
	 	 	Name:	 Michael Goedecke
	 	 	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


 


Iconic Sports Acquisition Corp.


 


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 Iconic Sports Acquisition Corp., 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.


 


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.


 



    A-1


     


    

 


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.


 


	 	Iconic Sports Acquisition Corp.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 



    A-2


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [                 
] 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. To the extent that any provision of this Warrant Certificate conflicts with the express
provisions of the Warrant Agreement, the provisions of the Warrant Agreement shall govern and be controlling.


 


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 and such Ordinary Shares are registered, qualified or exempt from registration under the securities,
or blue sky, laws of the state of the residence of the holder, 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.


 



    A-3


     


    

 


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-4


     


    

 


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 Iconic Sports Acquisition Corp. (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-5


     


    

 


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-6


     


    

 


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 ICONIC SPORTS ACQUISITION CORP. (THE “COMPANY”), ICONIC SPORTS MANAGEMENT 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