Exhibit 4.1





WARRANT AGREEMENT


 


This WARRANT AGREEMENT (this
 “Agreement”) is made as of October 20, 2021 between Accretion Acquisition Corp., a Delaware corporation,
with offices at 410 17th Street, Suite 1110, Denver, CO 80202 (“Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant
Agent”).


 


WHEREAS, the Company is engaged
in a public offering (“Public Offering”) of up to 20,700,000 units (including 2,700,000 units which may be issued
pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (“Unit”)
comprised of one share of common stock of the Company, par value $0.001 per share (“Common Stock”), one right
to receive one-tenth of one share of Common Stock, and one-half of one warrant, where each whole warrant entitles the holder to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will
issue and deliver up to 10,350,000 whole warrants (the “Public Warrants”) to the public investors in connection
with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-258925 (“Registration Statement”) and prospectus (“Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”) of, among other
securities, the Public Warrants; and


 


WHEREAS, the Company has received
a binding commitment from the Company’s initial stockholder to purchase up to an aggregate of aggregate of 8,110,000 warrants (including
810,000 warrants which will be purchased by the Company’s initial stockholder if the underwriters of the Public Offering exercise
the over-allotment option granted to them in full) (the “Private Warrants”) to the initial stockholder upon
consummation of the Public Offering; and


 


WHEREAS, the Company may issue
up to an additional 1,500,000 Warrants (“Working Capital Warrants”) in satisfaction of certain working capital
loans made by the Company’s officers, directors, initial stockholders and their affiliates; and


 


WHEREAS, following consummation
of the Public Offering, the Company may issue additional warrants (“Post-IPO Warrants” and together with the
Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination (defined below); and


 


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


 


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


 






    


     


    

 


 


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


 








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


 


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


 


2.            Warrants.


 


2.1.            Form of
Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by, or bear the electronic (including by DocuSign) or facsimile
signature of, the Chairman of the Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the
Company and shall bear an electronic copy or facsimile of the Company’s seal. In the event the person whose electronic or 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.


 


2.2.            Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or
by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has
been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3.            Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 






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2.4.            Registration.


 


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


 


2.4.2.            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 then registered in the Warrant Register (such person, a “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.





 


2.4.3.            Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date of the
Prospectus or, if such 90th 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 with the consent of EarlyBirdCapital, Inc. or Stephens Inc., the representatives of the underwriters of the
Public Offering (each a “Representative” and collectively, the “Representatives”),
but in no event will the Representatives allow separate trading of the securities comprising the Units until (i) the Company has
filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option
in the Public Offering, if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the Company
has issued a press release and has filed a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment
Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants
will trade.


 


2.4.4.            Post-IPO
Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except
as may be agreed upon by the Company.


 


3.            Terms
and Exercise of Warrants.


 


3.1.            Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle
the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
refers to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in
its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days; provided that the Company shall provide at least twenty (20) days’ prior written notice of such
reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of
the Warrants.


 


3.2.            Duration
of Warrants. A Warrant may be exercised only during the period commencing on the date that is thirty (30) days after the
consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more target businesses (“Business Combination”) (as described
more fully as a “business combination” in the Registration Statement) and terminating at 5:00 p.m., New York City time
on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business
Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (defined below) as provided in Section 6.2
of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”).
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be
referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price
(defined below) (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written
notice of any such extension to Registered Holders and, provided further that any such extension shall be applied consistently to
all of 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, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, as follows:


 


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


 


(b)            in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all
holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Warrants, multiplied by the difference between the Warrant Price and the Fair Market Value (as defined in this Section 3.3.1(b))
by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value”
shall mean the average reported closing price of the Common Stock for the five (5) trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c)            in
the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days
after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by
the difference between the exercise price of the Warrants and the Fair Market Value (as defined in this Section 3.3.1(c))
by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair
Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the five
(5) trading days ending on the trading day prior to the date of exercise.


 


3.3.2.            Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates, or book entry
position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the
event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance
would be unlawful.





 


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


 


3.3.4.            Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, 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, except that,
if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent
are closed, such person shall be deemed to have become the holder of such shares 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 Section 3.3.5; however, no holder of a Warrant shall be subject to this Section 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not cause 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 shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of
Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned
by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes
or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may
rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on
Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as
of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in
such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such
notice is delivered to the Company.





 


4.            Adjustments.


 


4.1.            Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock,
or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


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


 


4.3.            Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital stock
into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined
by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (i) any
adjustment described in Section 4.1 above, (ii) any cash dividends or cash distributions which, when combined on a per
share basis with all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date
of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of
the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) but
only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (iii) any payment
to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination
or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement)
or (iv) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate
a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired,
pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during
the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately
after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of
all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of
(x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior
to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial
Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with
the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as
a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share, which is less than $0.50 per share.





 


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


 


4.5.            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Sections 4.1, 4.2, or 4.3 hereof or that solely affects the par value of the
Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have
received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the Common Stock covered by Sections 4.1, 4.2, or 4.3, then such adjustment shall be
made pursuant to Sections 4.1, 4.2, 4.3, 4.4, and this Section 4.5. The provisions of this Section 4.5
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.





 






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4.6.            Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (i) issues additional shares
of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price
or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by them
prior to such issuance), (ii) 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 Business Combination on the date of the consummation of such Business Combination
(net of redemptions), and (iii) the Fair Market Value (as defined below in this Section 4.6) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (a) the Fair Market
Value or (b) the price at which the Company issues the Common Stock or equity-linked securities. Solely for purposes of this Section 4.6,
the “Fair Market Value” shall mean the volume weighted average reported trading price of the Common Stock for
the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7.            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, 4.5,
or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such event.


 


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


 


4.9.            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. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.





 


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


 


5.            Transfer
and Exchange of Warrants.


 


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


 


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


 


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


 


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


 


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


 


5.6.            Transfers
prior to Detachment. 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
or after the Detachment Date.


 






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6.            Redemption.


 


6.1.            Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(“Redemption Price”), provided that the closing price of the Common Stock equals or exceeds $18.00 per
share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty
(30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on
which notice of redemption is given and provided that there is an effective registration statement covering the shares of Common
Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to Section 3.3.1(b); provided,
however, that if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if
the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration or qualification under
applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


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


 


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





 


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


 


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


 


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


 


7.4.            Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration,
under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best
efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially
offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise
of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been
declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right,
during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration
statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c).
The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with
securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4
is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise will be
freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any
doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to
comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4
may not be modified, amended, or deleted without the prior written consent of the Representatives.





 






    7


     


    

 


8.            Concerning
the Warrant Agent and Other Matters.


 


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


 


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


 


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


 


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 shares of Common Stock not later than the effective date of any such appointment.


 


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


 






    8


     


    

 



 


8.3.            Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4.            Liability
of Warrant Agent.


 


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


 


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


 


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


 






    13


     


    

 


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:


 


Accretion
Acquisition Corp.

410 17th Street, Suite 1110

Denver, CO 80202

Attn:     Brad Morse


 





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


 


Continental
Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attn:     Compliance Department


 


with a copy, in each case, to:


 


Davis
Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, CO 80202

Attn:     John Elofson, Esq.


Sam Niebrugge, Esq.

Sam Seiberling, Esq.


 


and


 


Graubard
Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, New York 10174

Attn:     David Alan Miller, Esq.


 






    14


     


    

 


and


 


EarlyBirdCapital, Inc.

366 Madison Avenue, 8th Floor

New York, NY 10017

Attn:     Steven Levine


 


and


 


Stephens Inc.

65 E 55th Street, 22nd Floor 


New
York, NY 10022

Attn:     Keith Behrens


 


9.3.            Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York. The Company hereby waives any objection that such courts represent an
inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph are not binding on holders of Warrants and will
not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for
which the federal district courts of the United States of America are the sole and exclusive forum. Any process or summons to be
served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or
claim.


 


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


 


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


 






    15


     


    

 


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


 


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


 


9.8.            Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the
Registered Holders of (i) a majority of the then outstanding Warrants (excluding any Warrants purchased by Accretion
Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to a Subscription Agreement, executed on or about the date hereof, by and between the Company and the Sponsor) if such
modification or amendment is being undertaken prior to, or in connection with, the consummation of a Business Combination or
(ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken after the consummation
of a Business Combination. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders. The
provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the
Representatives.


 


9.9.            Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the
Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company
and not against the property held in the Trust Account.


 


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


 


[signature page follows]


 









    16


     


    

 


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


 


	 	Accretion
    Acquisition Corp.
	 	 	 
	 	By:	/s/ Brad Morse
	 	Name:	Brad Morse
	 	Title:	Chief Executive Officer
	 	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	 	 
	 	By:	/s/ Steven Vacante
	 	Name:	Steven Vacante
	 	Title:	Vice President




 





 


[Signature
Page to Warrant Agreement]


 






     


     


    

 


Exhibit A


 


Form of Warrant


 


See attached.


 









     


     


    

 


	
    NUMBER

    ________-
	
    (SEE REVERSE SIDE FOR LEGEND)

    THIS WARRANT WILL BE VOID IF NOT EXERCISED

 PRIOR
    TO

    THE EXPIRATION DATE (DEFINED BELOW)
	WARRANTS


 


ACCRETION ACQUISITION CORP.


 


CUSIP 00438Y 115


 


WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a warrant or warrants
(the “Warrant(s)”) of Accretion Acquisition Corp., a Delaware corporation (the “Company”), expiring
at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (a “Business Combination”) or earlier upon redemption or liquidation of the trust account established in
connection with the Company’s initial public offering, to purchase one fully paid and non-assessable share of common stock, par
value $0.001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing thirty days after the Company’s completion of an initial
Business Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant
Agent”), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental
Stock Transfer & Trust Company. In no event will the Company be required to net cash settle any warrant exercise. The term “Warrant
Price” as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant
is exercised. The initial Warrant Price per Share is equal to $11.50 per Share. The Warrant Agreement provides that upon the occurrence
of certain events the Warrant Price, the Redemption Trigger Price (defined below) and the number of Shares purchasable hereunder, set
forth on the face hereof, may, subject to certain conditions, be adjusted.


 


No fraction of a Share will
be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise
of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder.


 


Upon any exercise of the Warrant
for less than the total number of Shares provided for herein, there shall be issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered holder in person or by 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 and evidencing in the aggregate a like number of Warrants.


 






    1


     


    

 





Upon due presentment 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 in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the registered holder as the absolute owner 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 registered holder, 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 the registered holder to any of the rights of a stockholder of the Company.


 


The Company reserves the right
to call the Warrant prior to its exercise with a notice of call in writing to the holders of record of the Warrant, giving at least 30
days’ notice of such call, at any time while the Warrant is exercisable, if the reported closing price of the Shares has been at
least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the “Redemption
Trigger Price”) for any 20 trading days within a 30 trading day period (the “30-day trading period”) commencing
after the Warrants become exercisable and ending on the third business day prior to the date on which notice of such call is given and
if, and only if, there is a current registration statement in effect with respect to the Shares underlying the Warrants commencing five
business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. The call price of the
Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified
in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.


 


	By	 	 	 
	 	Chairman	 	Secretary


 









    2


     


    

 


 


SUBSCRIPTION FORM 


To Be Executed by the Registered Holder in Order
to Exercise Warrants


 


The undersigned Registered Holder irrevocably
elects to exercise ______________Warrants represented by this Warrant Certificate, and to purchase the Common Stock issuable upon the
exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, if such number of Warrants shall not be all
the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:


 


	Dated:	 	 	 
	 	 	 	(SIGNATURE)
	 	 	 	(ADDRESS)
	 	 	 	(TAX IDENTIFICATION NUMBER)


 









    3


     


    

 


ASSIGNMENT 


To Be Executed by the Registered Holder in Order
to Assign Warrants


 


For Value Received, _______________________ hereby sell, assign, and
transfer unto


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 


 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


______________________ of the Warrants represented
by this Warrant Certificate, and hereby irrevocably constitute and appoint _________________________________ Attorney to transfer this
Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 	(SIGNATURE)


 


The signature
to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or
a member firm of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock Exchange.


 






    4