Exhibit 4.4


 


FORM OF WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of [●], 2021, is by and between D and Z Media Acquisition Corp., a
Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as
the “Transfer Agent”).


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-third of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 8,333,333 warrants (or up to 9,583,333 warrants if the
Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the
Company has entered into separate agreements with D and Z Media Holdings LLC, a Delaware limited liability company (the
“Sponsor”) and Loop Capital Markets LLC (“Loop” and, together with the Sponsor, the “Founders”), pursuant to which the Founders agreed to purchase an aggregate of 4,600,000 warrants
(or up to 5,100,000 warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the
Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B
hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement
Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000
warrants at a price of $1.50 per warrant (the “Working Capital Warrants,” and, together with the Private
Placement Warrants and the Public Warrants, the “Warrants”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-[ ] (the “Registration Statement”), and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Common Stock included in the Units;


 


WHEREAS, each whole
Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as
described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction
of a Warrant;


 


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;


 


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, 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 Chairperson of the Board, President, Chief Executive Officer, Chief Financial Officer,
Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall
initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


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.


 


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 the Company. All of the Public Warrants shall initially
be represented by one or more Book-Entry Warrant Certificates 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, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company 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, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent),
for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


2.4 
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading
on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then
on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with
the consent of Goldman Sachs & Co. LLC, as representative of the several underwriters, but in no event shall the Common Stock
and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K
with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering,
including the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units
in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the
filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form 8-K announcing
when such separate trading shall begin.


 






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


 


2.6  Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be
identical to the Public Warrants, except that so long as they are held by any of the Founders or their Permitted Transferees
(as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for
cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) with respect to Private Placement Warrants
held by Loop, will not be exercisable more than five years from the effective date of the Registration Statement in
accordance with FINRA Rule 5110(g)(8), (iii) may not be transferred, assigned or sold until the date that is thirty (30) days
after the completion by the Company of an initial Business Combination (as defined below), and (iv) shall not be redeemable
by the Company; provided, however, that in the case of (iii), the Private Placement Warrants and the Working Capital
Warrants and any shares of Common Stock held by either of the Founders or any officers or directors of the Company, or any
Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital
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 members of the Sponsor or any of their affiliates, any affiliate of Loop or any entity under the control of or common control with Loop;


 


(b) 
in the case of an individual, by gift to a member of 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 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 any forward purchase agreement or similar arrangement or in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally
purchased;


 


(f)  by
virtue of the laws of the State of Delaware or the limited liability company agreement of a Founder upon
dissolution of such Founder;


 


(g) 
in the event of the Company’s liquidation prior to the consummation of a Business Combination; or


 


(h)  in
the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses
(a) through (f), these transferees (the “Permitted Transferees”) enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in
the letter agreement, dated as of the date hereof, by and among the Company, the Founders and the Company’s
officers and directors.


 


2.7 
Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 






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3. 
Terms and Exercise of Warrants.


 


3.1 
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of 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. 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 three (3) Business 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 on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), and (ii) the date that is twelve
(12) months from the date of the closing of the Offering, and terminating on the earlier to occur of: (i) at 5:00 p.m., New
York City time on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (ii) the liquidation of the Company; provided, however, that the Private Placement Warrants issued to Cowen
Investments will not be exercisable more than five years from the effective date of the Registration Statement in accordance
with FINRA Rule 5110(g)(8), and (iii) other than with respect to the Private Placement Warrants and the Working Capital
Warrants then held by either of the Founders or any officers or directors of the Company, or any of their Permitted
Transferees as provided in Section 6.1, 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) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private
Placement Warrant or a Working Capital Warrant held by either of the Founders or any officers or directors of the Company, or
their Permitted Transferees, in the event of a redemption for cash) not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any
such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in
duration among all the Warrants.


 


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 (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) 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) 
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent
or by wire transfer of immediately available funds;


 


(b) 
in the event of a redemption pursuant to Section 6 hereof in which the Company’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 excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(b), over the Warrant Price 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 closing 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;


 






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(c)  with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working
Capital Warrant is held by either of the Founders or any officer or director of the Company, or their Permitted
Transferees, 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 excess of the
“Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair
Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the
average closing 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 Private Placement Warrant or Working Capital 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)), the Company 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, the Company shall not be obligated to deliver any shares of Common Stock pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the 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 the Company’s satisfying its obligations under Section 7.4. No Warrant shall
be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common
Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification
under the securities laws of the state of residence of the Registered Holder of the Warrants. 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 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. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of
Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share of Common Stock, the Company 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
shall be validly issued, fully paid and non-assessable.


 


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 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 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.


 






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3.3.5 
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this
subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall
not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 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 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 Commission
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the
holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. 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.


 


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 all or substantially all 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
the Common Stock) and (ii) 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 the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the 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 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 all or substantially all of the holders of the Common
Stock on account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c)
to satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination,
(d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation (as amended from time to time, the “Charter”) to modify
the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold
in the Offering if the Company does not complete the Business Combination within the period set forth in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, or (e) in
connection with the redemption of public shares of Common Stock included in the Units sold in the Offering upon the failure of
the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any
such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the 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 Warrant Price.


 


4.3.1 
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.


 


4.3.2 
If (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in
connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per
share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case
of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account
any shares of Class B Common Stock (as defined below) held by such stockholders or their affiliates, as applicable, prior to such
issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the
date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Common Stock during the 20 trading day period starting on the trading day after the day on which the Company consummates
the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price
shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the
last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1
below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






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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 the Company with
or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company
is the continuing corporation (and is not a subsidiary of another entity whose stockholders did not own all or substantially all
of the Common Stock of the Company in substantially the same proportions immediately before such transaction) 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 the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had
exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided,
however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the
holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Charter or as a result of the redemption of shares of Common
Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act (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 the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars)
equal to the difference (but in no event less than zero) 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 90
day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the
announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for
a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in
all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in shares of Common Stock covered by 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, and for certain issuances
of Common Stock and equity-linked securities for capital raising purposes in connection with the initial Business Combination.
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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4.5 
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, 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 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, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address
set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company 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, the Company 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 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.


 


4.8 
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the 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.


 


4.9 
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Company’s Class B common stock, par value $0.0001 per share (the “Class
B Common Stock”) into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares
of Common Stock, in each case, pursuant to the Charter.


 


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


 


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


 






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


 


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


 


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


 


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


 


6. 
Redemption.


 


6.1 
Redemption of Warrants for Cash. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon 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 closing price of the Common Stock
reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty
(20) trading days within the thirty (30) trading-day period ending on the third Business Day prior to the date on which notice
of the redemption is given; provided further 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 the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1 and such cashless exercise is exempt from registration under the Securities Act.


 


6.2 
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant
to Section 6.1, 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 (such period, the “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
the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company 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.


 






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6.4  Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section
6.1 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption
such Private Placement Warrants or Working Capital Warrants continue to be held by either of the Founders or any
Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are
transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement
Warrants and the Working Capital Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption
are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants to exercise
the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.1. Private
Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon
such transfer cease to be Private Placement Warrants or Working Capital 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 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 Common Stock. The Company 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 Company’s Option.


 


7.4.1 
Registration of the Common Stock. The Company 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 registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise
of the Warrants. The Company 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 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 Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or 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 Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the
Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the average closing price of the Common Stock for 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 Warrants or its securities broker or
intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the 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 rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
subsection 7.4.1.


 






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7.4.2 
Cashless Exercise at Company’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 rule), the Company may, at its option, 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 rule) as described in subsection 7.4.1 and (i) in the event the Company so elects,
the Company 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 or
(ii) if the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the Common
Stock issuable upon exercise of the Public Warrants 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. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares 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 a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation 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 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.


 






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8.3 
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4 
Liability of Warrant Agent.


 


8.4.1 
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairperson of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


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


 


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


 


8.6 
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and 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.


 






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9. 
Miscellaneous Provisions.


 


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


 


9.2 
Notices. Any notice, statement or demand authorized by this 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:


 


D and Z Media Acquisition Corp.

2870 Peachtree Road NW, Suite 509

Atlanta, GA 30305

Attention: Betty Liu


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


in each case, with copies to:


 


Greenberg Traurig, P.A.

333 S.E. 2nd Avenue

Miami, FL 33131

Attn: Alan I. Annex, Esq.

Email: annexa@gtlaw.com


 


and


 


White& Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attn: Joel L. Rubinstein, Esq.

Email: joel.rubinstein@whitecase.com


 


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. The Company hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


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 any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns and of the Registered Holders of the Warrants.


 






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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 (x) curing any ambiguity or to correct any defective provision or mistake contained herein, including to conform
the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting
the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection
4.1.2 or (z) 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 rights of the Registered Holders
under this Agreement, and (ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require
the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely
with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this
Agreement with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the number of then outstanding Private
Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.


 


9.9 
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 






    15


     


    

 


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


 


	 	D AND Z MEDIA ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	Betty Liu
	 	Title:	President and Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


[Signature Page to Warrant Agreement]


 






     


     


    

 


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


 


D AND Z MEDIA ACQUISITION CORP.


 


Incorporated Under the Laws of the
State of Delaware


 


CUSIP [●]


 


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 Class A common
stock, $0.0001 par value per share (“Class A Common Stock”), of D and Z Media Acquisition Corp., a Delaware
corporation (the “Company”). Each whole 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 Class A Common Stock as set forth below, at the exercise price (the “Warrant 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 Warrant
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 Class A 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 Class A Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of
Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A 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 Warrant
Price per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Warrant 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. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


 


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


 


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


 






     


     


    

 


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


 


	 	D AND Z MEDIA ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	Betty Liu
	 	Title:	President and Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






     


     


    

 


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


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant 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 Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the shares of Class A 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 Class A 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 Class A Common Stock, the Company shall, upon exercise,
round down to the nearest whole number of shares of Class A 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.


 






     


     


    

 


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 Class A Common Stock
and herewith tenders payment for such shares of Class A Common Stock to the order of D and Z Media Acquisition Corp. (the “Company”)
in the amount of $_____________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares
of Class A Common Stock be registered in the name of _____________, whose address is and that such shares of Class A Common Stock
be delivered to ______________ whose address is _______________. If said number of shares of Class A Common Stock is less than
all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Class A 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 6.1 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 Class A 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 or a Working Capital 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 Class A 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 Class A 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
Class A 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 Class A Common Stock. If said number of shares of Class A Common Stock is less than
all of the shares of Class A 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 Class A 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]


 






     


     


    

 


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



 


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


 






     


     


    

 


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 D AND Z MEDIA ACQUISITION CORP. (THE “COMPANY”), D AND
Z MEDIA HOLDINGS 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.”