Exhibit
4.3


 


AMENDED
AND RESTATED WARRANT AGREEMENT


 


THIS
AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2021, is by and among Spartacus
Acquisition Corporation, a Delaware corporation (the “Company”), NextNav Inc.,
a Delaware corporation (“Shelf”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS,
on October 15, 2020, the Company entered into that certain Private Placement Warrants Purchase Agreement with Spartacus Sponsor LLC,
a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate
of 8,104,244 warrants simultaneously with the closing of the Offering (as defined below) bearing the legend set forth in Exhibit B
hereto (the “Sponsor Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant;
and


 


WHEREAS,
on October 15, 2020, the Company entered into that certain Private Placement Warrants Purchase Agreement with B. Riley Principal Investments,
LLC, a Delaware limited liability company (“B. Riley”), pursuant to which the B. Riley purchased an aggregate
of 645,756 warrants simultaneously with the closing of the Offering bearing the legend set forth in Exhibit C hereto (the “B.
Riley Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement
Warrants”) at a purchase price of $1.00 per Private Placement Warrant; and


 


WHEREAS,
on October 19, 2021, the Company completed an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class
A common stock”), and one-half of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, issued and delivered 10,000,000 warrants to public investors
in the Offering (the “Public Warrants”), each such whole Public Warrant evidencing the right of the holder
thereof to purchase one share of Class A common stock for $11.50 per whole share, subject to adjustment as described herein; and


 


WHEREAS,
the Company filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on
Form S-1, File No. 333-249100 (the “Registration Statement”) containing a prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities,
the Public Warrants and the Class A common stock included in the Units, which Registration Statement has been declared effective; and


 


WHEREAS,
the Company and Shelf desire the Warrant Agent to act on behalf of Shelf, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants (as defined below) upon the completion of the
Initial Business Combination (as defined below); and


 


WHEREAS,
the Company and the Warrant Agent previously entered into a Warrant Agreement on October 15, 2020 (the “Initial Warrant Agreement”)
providing for the form and provisions of the Warrants, the terms upon which they were issued and to be exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
the Company and Shelf entered into an Agreement and Plan of Merger, dated as of June 9, 2021 (the “Merger Agreement”)
by and among the Company, Shelf, NextNav, LLC, a Delaware limited liability company, NextNav Holdings, LLC, a Delaware limited liability
company (“Holdings”), NEA 14 NextNav Blocker, LLC, a Delaware limited liability company (“NEA Blocker”),
Oak NextNav Blocker, LLC, a Delaware limited liability company (“Oak Blocker”), Columbia Progeny Partners IV,
Inc., a Delaware corporation (“Columbia Blocker”), Global Long Short Partners Aggregating Holdings Del VII
LLC, a Delaware limited liability company (“GS Blocker 1”), Global Private Opportunities Partners Holdings
II Corp., a Delaware corporation, (“GS Blocker 2”), SASC (SPAC) Merger Sub 1 Corporation, a Delaware corporation
(“MS 1”), SASC (Target) Merger Sub 2 LLC, a Delaware limited liability company (“MS 2”),
SASC (NB) Merger Sub 3 LLC, a Delaware limited liability company (“MS 3”), SASC (OB) Merger Sub 4 LLC, a Delaware
limited liability company (“MS 4”), SASC (CB) Merger Sub 5 Corporation, a Delaware corporation (“MS
5”), SASC (GB1) Merger Sub 6 LLC, a Delaware limited liability company (“MS 6”), and SASC (GB2)
Merger Sub 7 Corporation, a Delaware corporation (“MS 7”); and 


 






     


     


    

 


WHEREAS,
pursuant to the terms of the Merger Agreement, (a) MS 1 will be merged with and into the Company, with the Company surviving the merger;
(b) MS 2 will be merged with and into Holdings, with Holdings surviving the merger; (c) MS 3 will be merged with and into NEA Blocker,
with NEA Blocker surviving the merger; (d) MS 4 will be merged with and into Oak Blocker, with Oak Blocker surviving the merger; (e)
MS 5 will be merged with and into Columbia Blocker, with Columbia Blocker surviving the merger; (f) MS 6 will be merged with and into
GS Blocker 1, with GS Blocker 1 surviving the merger; and (g) MS 7 will be merged with and into GS Blocker 2, with GS Blocker 2 surviving
the merger (collectively, the “Initial Business Combination”); and


 


WHEREAS,
pursuant to the Merger Agreement and as a result of the Initial Business Combination, the Company, NEA Blocker, Oak Blocker, Columbia
Blocker, GS Blocker 1, GS Blocker 2 and Holdings and the various operating subsidiaries of Holdings, will become wholly owned subsidiaries
of Shelf, and the Company’s stockholders, the equityholders of each of NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1,
GS Blocker 2, and the equityholders of Holdings, will become stockholders of Shelf; and


 


WHEREAS,
pursuant to the Merger Agreement, (i) each Public Warrant will be automatically and irrevocably modified to entitle the holder thereof
to purchase one share of common stock, par value $0.0001 per share, of Shelf (the “Common Stock”), at a purchase
price of $10.00 per share, and (ii) each Private Placement Warrant will be automatically
and irrevocably modified to entitle the holder thereof to purchase one share of Common Stock, at a purchase price of $11.50 per share
(together with the Public Warrant, the “Warrants”); and


 


WHEREAS,
the Company and the Warrant Agent now desire to amend and restate the Initial Warrant Agreement in its entirety solely to provide that
the Warrants are subject to this Agreement, in accordance with the Initial Warrant Agreement; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, upon the completion of the Initial Business
Combination, the valid, binding and legal obligations of Shelf, 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. Shelf hereby appoints the Warrant Agent to act as agent for Shelf 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, and, if a physical certificate is issued, 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 facsimile signature
of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of Shelf.
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.


 


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


 






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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, 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 Shelf. All of the Public Warrants shall initially be represented by one or more book-entry
certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. 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 (i) the Depositary or its nominee for
each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).


 


If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, Shelf 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 Warrant Certificate, and Shelf shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with
appropriate insertions, modifications and omissions, as provided above.


 


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


 


2.4
No Fractional Warrants. Shelf shall not issue fractional Warrants. If, upon the detachment of Company’s Public Warrants
from Units or otherwise, a holder of the Warrants would be entitled to receive a fractional Warrant, Shelf shall round down to the nearest
whole number the number of Warrants to be issued to such holder.


 


2.5
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor, B. Riley and/or its designees or any Permitted Transferees (as defined below), as applicable, the Private Placement
Warrants (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred,
assigned or sold until thirty (30) days after the completion by Shelf of the Initial Business Combination, and (iii) shall not be redeemable
by Shelf; provided, however, that in the case of (ii) the Private Placement Warrants and any shares of Common Stock held by the Sponsor,
B. Riley and/or its designees or any Permitted Transferees, as applicable, and 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
affiliate of the Sponsor or to any member(s) of the Sponsor and direct and indirect equityholders of B. Riley and/or its designees;


 


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


 


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


 


(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 Initial Business Combination at prices no greater than
the price at which the Warrants were originally purchased;


 






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


 


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


 


(h)
in the event of Shelf’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results
in all of Shelf’s stockholders having the right to exchange their shares of common stock for cash, securities or other property
subsequent to the Initial Business Combination; provided, however, that, in the case of clauses (a) through (e) or (g), these transferees
(the “Permitted Transferees”) enter into a written agreement with Shelf 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 Shelf the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject
to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the
time a Warrant is exercised. Shelf 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 Shelf shall provide at least five (5) days’ prior
written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical
among all of the Warrants.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
the date that is thirty (30) days after the first date on which Shelf completes the Initial Business Combination, and terminating at
5:00 p.m., New York City time on the earliest to occur of: (x) the date that is five (5) years after the date on which Shelf completes
the Initial Business Combination, (y) the liquidation of Shelf, and (z) other than with respect to the Private Placement Warrants to
the extent then held by the original purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below) as provided
in Section 6.2 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. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect
to a Private Placement Warrant) to the extent then held by the original purchasers thereof or their Permitted Transferees in the event
of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant to the extent
then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption) 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; provided further, that for as long as any of the Private Placement Warrants are
held by B. Riley or its designees or affiliates, such Private Placement Warrants may not be exercised after five (5) years from the effective
date of the Registration Statement. Shelf in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date;
provided, that Shelf shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the
Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 






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3.3
Exercise of Warrants.


 


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


 


(a)
by certified check payable to the order of the Warrant Agent or by wire transfer;


 


(b)
in the event of a redemption pursuant to Section 6 hereof in which Shelf’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of shares of Common Stock equal to the 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 subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section
6.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10)
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 6 hereof;


 


(c)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, B. Riley and/or its
designees, or a Permitted Transferee, as applicable, 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 subsection 3.3.1(c), by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean
the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date
on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d)
as provided in Section 7.4 hereof.


 


3.3.2
Issuance of Shares of Common Stock 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)), Shelf shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to
which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised,
a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant,
as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, Shelf shall not
be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such
Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public
Warrants is then effective and a prospectus relating thereto is current, subject to Shelf’s satisfying its obligations under Section
7.4. No Warrant shall be exercisable and Shelf shall not be obligated to issue shares of Common Stock upon exercise of a Warrant
unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or
qualification under the securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section
7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the
holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no
event will Shelf be required to net cash settle the Warrant exercise. Shelf may require holders of Public Warrants to settle the Warrant
on a “cashless basis” pursuant to subsection 3.3.1(b) and Section 7.4. If, by reason of any exercise of Warrants
on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share of Common Stock, Shelf shall round down to the nearest whole number, the number of shares of Common Stock to be issued
to such holder.


 


3.3.3
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement and
Shelf’s amended and restated certificate of incorporation shall be validly issued, fully paid and non-assessable.


 






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


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify Shelf 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 4.9%
or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and 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 Shelf 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) Shelf’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 Shelf or (3) any other notice by Shelf or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
Shelf 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 Shelf 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 Shelf, 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 Shelf.


 


4.
Adjustments.


 


4.1
Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares
of Common Stock is increased by a stock 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 the outstanding shares of Common Stock. A rights offering
to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value”
(as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares
of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common Stock
paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering
is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Fair Market Value” means the volume weighted average price of Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 






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4.1.2
Extraordinary Dividends. If Shelf, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make
a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other
shares of Shelf’s capital stock into which the Warrants are convertible), other than as described in subsection 4.1.1 above
or (b) Ordinary Cash Dividends (as defined below), (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share
amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares
of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


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


 


4.3
Adjustments in Exercise Price. Whenever the number of shares of Common Stock 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
shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 






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4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares
of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or consolidation of Shelf with or into another entity or
conversion of Shelf as another entity (other than a consolidation or merger in which Shelf is the continuing corporation and that does
not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance
to another entity of the assets or other property of Shelf as an entirety or substantially as an entirety in connection with which Shelf
is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any
such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto with the Warrant
Agent providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in
such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been
made to and accepted by the holders of the Common Stock under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock,
the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration
receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30)
days following the public disclosure of the consummation of such applicable event by Shelf pursuant to a Current Report on Form 8-K filed
with the Commission, the Warrant Price shall be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant
immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on
Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of
this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of
the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate
shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any, plus the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1,
then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant.


 


4.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon
exercise of a Warrant, Shelf shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, Shelf 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.


 






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


 


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


 


4.8
Other Events. In case any event shall occur affecting Shelf 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, Shelf 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, provided,
however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of
securities in connection with the Initial Business Combination. Shelf 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, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to Shelf from time to time upon request.


 


5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive
Warrant Certificate 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 Shelf stating that such transfer may
be made and indicating whether the new Warrants must also bear a restrictive legend (which, in the case of the Private Placement Warrants,
shall contain a legend set forth in Exhibit D or Exhibit E, as applicable).


 


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.


 


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 Shelf, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of Shelf for such purpose.


 






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6.
Redemption.


 


6.1
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of Shelf, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the
Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Common Stock reported has been at least $18.00 per share, on each of
twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice
of the redemption is given 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 Period (as defined
in Section 6.2 below) or Shelf has elected to require the exercise of the Warrants on a “cashless basis” pursuant
to subsection 3.3.1; provided, however, that if and when the Public Warrants become redeemable by Shelf, Shelf may not exercise
such redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration
or qualification under applicable state blue sky laws or Shelf is unable to effect such registration or qualification.


 


6.2
Date Fixed for, and Notice of, Redemption. In the event that Shelf elects to redeem all of the Warrants, Shelf shall fix a date
for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by Shelf 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.


 


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


 


6.4
Exclusion of Private Placement Warrants. Shelf agrees that the redemption rights provided in this Section 6 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,
B. Riley and/or its designees, or any Permitted Transferees, as applicable. However, once such Private Placement Warrants are transferred
(other than to Permitted Transferees under Section 2.5), Shelf may redeem the Private Placement Warrants, provided that the criteria
for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement
Warrant prior to redemption pursuant to Section 6.3. 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.


 


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 Shelf,
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 Shelf or any other matter.


 


7.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If a physical certificate representing any Warrant is lost, stolen, mutilated,
or destroyed, Shelf 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
Shelf, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 






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


 


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


 


7.4.1
Registration of the Common Stock. Shelf agrees that as soon as practicable, but in no event later than fifteen (15) business days
after the closing of its Initial Business Combination, it shall use its best efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Private Placement Warrants.
Shelf shall 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 Private Placement Warrants in accordance with the provisions of
this Agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of
the Initial Business Combination, holders of the Private Placement Warrants shall have the right, during the period beginning on the
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 Shelf shall fail to have maintained an effective registration statement covering
the shares of Common Stock issuable upon exercise of the Private Placement Warrants, to exercise such Private Placement Warrants on a
“cashless basis,” by exchanging the Private Placement Warrants (in accordance with Section 3(a)(9) of the Securities Act
(or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x)
the product of the number of shares of Common Stock underlying the Private Placement Warrants, multiplied by the difference between the
Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection
7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant
Agent from the holder of such Private Placement 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, Shelf shall, upon request, provide the Warrant Agent with an opinion of counsel for Shelf (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall
be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act (or any successor statute)) of Shelf and, accordingly, shall not be required to bear a restrictive legend. Except
as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have
expired, Shelf 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 Shelf’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), Shelf may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute)
as described in subsection 7.4.1 and (ii) in the event Shelf so elects, Shelf shall not be required to file or maintain in effect
a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants,
notwithstanding anything in this Agreement to the contrary. If Shelf does not elect at the time of exercise to require a holder of Public
Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its best
efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the
state of residence of the exercising Public Warrant holder to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


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


 






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8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to Shelf. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, Shelf shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If Shelf 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 Warrant for inspection by Shelf), 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 Shelf’s cost. Any successor Warrant Agent,
whether appointed by Shelf 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 Shelf, 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 Shelf 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, Shelf shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


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


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. Shelf 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. Shelf 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 Shelf 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 Shelf 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, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary
or Chairman of the Board and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 






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


 


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


 


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


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated October 15,
2020, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of Shelf 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 Shelf 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 Shelf with the Warrant Agent), as follows:


 


NextNav
Inc.


1775
Tysons Blvd.


5th
Floor


McLean,
VA 22102


Attention:
Chief Financial Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by Shelf 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 Shelf), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 






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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, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. Shelf hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive forum for any such action, proceeding or claim. Shelf hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the
United States of America are the sole and exclusive forum.


 


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


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants and, for purposes of Sections 7.4, 9.4
and 9.8, the Representative, 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, for purposes of Sections 7.4, 9.4 and 9.8,
the Representative, and their successors and assigns and of the Registered Holders of the Warrants.


 


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


 


9.6
Counterparts. 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 (i) for the purpose
of curing any ambiguity, or correcting any mistake, including to conform the provisions of this Agreement to the description of the terms
of the Warrants and this Agreement in the Registration Statement or curing, correcting or supplementing any defective provision contained
herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to
provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders
of a majority of the then outstanding Public Warrants. Any amendment solely to the Private Placement Warrants shall require the vote
or written consent of a majority of the holders of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, Shelf
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.




[Signature Page Follows]


 




    14


     


    


 


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


 


	 	NextNav
                                            Inc.

	 	 
	 	By:	/s/
Igor Volshteyn
	 	Name:	 Igor
    Volshteyn
	 	Title:	President 

	 	 	 
	 	SPARTACUS ACQUISITION
    CORPORATION
	 	 
	 	By:	/s/ Peter
D. Aquino
	 	Name:	 Peter
    D. Aquino
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Steven Vacante
	 	Name:	Steven Vacante
	 	Title:	Vice President



 


[Signature
Page to Warrant Agreement]


 




    15


     


    


 


EXHIBIT
A


 


[Form
of Warrant Certificate]


 


[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


 


NEXTNAV
INC.


 


Incorporated
Under the Laws of the State of Delaware


 


CUSIP
65345N 114


 


Warrant
Certificate


 





This
Warrant Certificate certifies that, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of common stock, $0.0001 par value per share (“Common
Stock”), of NextNav Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder,
upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully
paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as
provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the
Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


 


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


 


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


 


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.


 






    16


     


    

 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


	 	NEXTNAV
                                            INC.

	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 

     



 




    17


     


    


 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
shares of Common Stock and are issued or to be issued pursuant to an Amended and Restated Warrant Agreement dated as of October 28, 2021
(the “Warrant Agreement”), duly executed and delivered by NextNav Inc. (the “Company”)
to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


Warrant
Certificates, when surrendered at the 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 stockholder of the Company.





 






    18


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _________ shares of
Common Stock and herewith tenders payment for such shares of Common Stock to the order of the Company in the amount of $___ in accordance
with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of _______________,
whose address is and that such shares of Common Stock be delivered to whose address is _________________________. If said number of shares
of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of ____________________, whose address is
_____________________ and that such Warrant Certificate be delivered to ________________, whose address is _____________________.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the
Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the
Warrant Agreement.


 


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


 


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


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant
Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following:


 


_____
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise
provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of
the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new
Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ___________, whose
address is _____________ and that such Warrant Certificate be delivered to ________________, whose address is ________________.


 


[Signature
Page Follows]


 




    19


     


    


 


	Date:
    _____________	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
    Identification Number)



 


	 	 
	

    

    Signature
    Guaranteed:
	 
	 	 
	 	 
	 	 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 




    20


     


    


 


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 SPARTACUS ACQUISITION CORPORATION (THE “COMPANY”), SPARTACUS SPONSOR
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 SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




    21


     


    


 


EXHIBIT
C


 


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
SPARTACUS ACQUISITION CORPORATION (THE “COMPANY”) AND B. RILEY PRINCIPAL INVESTMENTS, LLC, 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 SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




    22


     


    


 


EXHIBIT
D


 


LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT 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 NEXTNAV INC. ( “SHELF”), SPARTACUS SPONSOR
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 SPARTACUS ACQUISITION CORPORATION COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN THE AMENDED AND RESTATED WARRANT AGREEMENT (THE “WARRANT AGREEMENT”)) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN
SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH SHELF TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF SHELF COMMON STOCK ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY SHELF.”


 




    23


     


    


 


EXHIBIT
E


 


LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY
ADDITIONAL LIMITATIONS IMPOSED BY NEXTNAV INC. (“SHELF”) AND B. RILEY PRINCIPAL INVESTMENTS, LLC, 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 SPARTACUS ACQUISITION
CORPORATION COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE AMENDED AND RESTATED WARRANT AGREEMENT(THE “WARRANT AGREEMENT”))
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH SHELF TO BE SUBJECT TO
SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF SHELF COMMON STOCK ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY SHELF.”


 


 


24