Exhibit 4.1


 


WARRANT AGREEMENT


 


between


 


STAR PEAK CORP II


 


and


 


CONTINENTAL STOCK TRANSFER &
TRUST COMPANY


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of January 8, 2021, is by and between Star Peak Corp II, a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, on January 5,
2021 the Company entered into that certain Private Placement Warrants Purchase Agreement, with Star Peak Sponsor II LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
6,028,454 warrants (or up 6,553,454 warrants if the underwriters in the Public Offering (as defined below) exercise their Over-allotment
Option (as defined below) in full) at a price of $2.00 per warrant, 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 $2.00 per Private Placement Warrant. Each Private Placement Warrant entitles
the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment
as described herein; and WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor
or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may
require, of which up to $1,500,000 of such loans may be convertible into up to an additional 750,000 Private Placement Warrants
at a price of $2.00 per Private Placement Warrant; and WHEREAS, the Company is engaged in an initial public offering (the “Offering”)
of units of the Company’s equity securities, each such unit comprised of one share of Common Stock and one-fourth of one
Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue
and deliver up to 10,062,500 warrants (including up to an additional 1,312,500 warrants to the extent the Over-allotment Option
is exercised) to public investors in the Offering (the “Public Warrants” and, together with the Private
Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one share
of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50
per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will
not be able to exercise any fraction of a Warrant; and WHEREAS, the Company has filed with the Securities and Exchange Commission
(the “Commission”) a registration statement on Form S-1, No. 333-251488 (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; and WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent
is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
and WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued
and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders
of the Warrants; and WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed
on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided
herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


  






    


     


    

 


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


 


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


 


2.           Warrants.


 


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


 


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


 


2.3          Registration.


 


2.3.1        Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the
Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect
to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry
settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the
Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver
to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A. Physical certificates, if issued, shall be signed by, or bear
the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating
Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2        Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4         Detachability
of Warrants. The 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
Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, 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 then received by the Company from the exercise by the underwriters of their right to purchase additional
Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior
to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate
trading shall begin.


 


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


 






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2.6         Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be
exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the
shares of Common Stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by
the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2
if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4
hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock issued upon
exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


(a)            to
the Company’s employees, officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any employees, officers, directors or members of the Sponsor (or former Sponsor if such transfer occurs after a dissolution
of the Sponsor) or their affiliates, or any affiliates of the Sponsor (or former Sponsor if such transfer occurs after a dissolution
of the Sponsor);


 


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


 


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


 


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


 


(e)            By
pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational
documents;


 


(f)            By
virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;


 


(g)            by
private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater
than the price at which the Private Placement Warrants or Common Stock, as applicable, were originally purchased;


 


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


 


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


 


(j)            in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination; provided, however, that in the
case of clauses (a) through (g), these permitted transferees (the “Permitted Transferees”) must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 






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3.           Terms
and Exercise of Warrants.


 


3.1          Warrant
Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of 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 (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which 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 fifteen Business Days (unless otherwise required
by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company
shall provide at least five days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided
further, that any such reduction shall be identical among all of the Warrants.


 


3.2           Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the
earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the
Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s
amended and restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination,
and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or its Permitted Transferees with
respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption
Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect
to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held
by the Sponsor or its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) , Section 6.2 hereof)
in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then
held by the Sponsor or its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) , Section 6.2 hereof)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants 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 Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered
Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the
Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each
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 Warrant Agent;


 


(b)            [Reserved];


 






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(c)            with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee,
by surrendering the Warrants for that number of shares of Common Stock equal to (i) if in connection with a redemption of
Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect
to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”
(as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely
for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean
the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day
prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;


 


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


 


(e)            As
provided in Section 7.4 hereof.


 


3.3.2      Issuance
of 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 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 on the share transfer books of the
Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable,
for the number of shares of Common Stock as to which such Warrant shall not have been exercised. 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 or a valid exemption from registration is available. 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 have been registered, qualified or deemed to be exempt from registration or qualification
under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6
of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of Common Stock.
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 and who is registered in the share transfer books of the Company 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 affect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
of the 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 Continental
Stock Transfer & Trust Company, as transfer agent (in such capacity, 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 issued and 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 issued and 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 issued and 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 issued and outstanding
shares of Common Stock. A rights offering made to all or substantially all holders of the Common Stock entitling holders to purchase
shares of Common Stock at a price less than the “Historical 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) multiplied by (ii) one (1) minus the quotient of (x) the price per share of
Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for 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) “Historical Fair Market Value” means the volume
weighted average price of the Common Stock 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. No shares of Common Stock shall be issued at less than their par value.


 






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4.1.2       Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of
the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets of such shares of Common
Stock (or other shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the 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 (i) to
modify the substance or timing of the Company’s obligation to provide holders of shares of Common Stock the right to have
their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s
public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended
and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision relating
to the rights of holders of Common Stock, (e) as a result of the repurchase of Common Stock by the Company if a proposed initial
Business Combination is presented to the stockholders of the Company for approval or (f) in connection with the redemption
of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of
its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each 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 to the extent
it does not exceed $0.10 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of shares of Common Stock issuable on exercise of each Warrant).


 


4.2          Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
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 issued and 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.


 


4.4          Raising
of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Common
Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination
at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be
determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into
account any shares of Class B common stock of the Company, par value $0.0001 per share, of the Company held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of Common Stock during the twenty
(20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2
shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






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4.5          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding
shares of Common Stock (other than a change under Sections 4.1 or 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 corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the 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 or stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder
had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that (i) if the holders of the 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 Company’s amended and restated certificate
of incorporation or as a result of the repurchase 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) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the 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 shares 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 of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes
Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount,
(i) Section 6 of this Agreement shall be taken into account, (ii) the price of each share of Common Stock shall
be the volume weighted average price of the Common Stock during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained
from the HTV function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the 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. In no event shall the Warrant Price be reduced to less than the par value
per share issuable upon exercise of such Warrant.


 


4.6          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, 4.4 or 4.5, the Company shall give written notice
of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 






    8


     


    




 


4.7          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.


 


4.8          Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares 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.


 


5.           Transfer
and Exchange of Warrants.


 


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


 


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


 


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.


 






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6.           Redemption.


 


6.1          Redemption
of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at
the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there
is an effective registration statement covering the issuance of the 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 6.3 below).


 


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


 


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




 






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


 


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


 


6.3          Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the
Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior
to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to
be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this
Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed
pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price
of the Common Stock for any 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.


 


6.4          Exercise
after Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3
hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5          Exclusion
of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof
shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to
be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply
to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the
Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees
in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1
or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement
Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement
Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.


 






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


 


7.1          No
Rights as 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 twenty (20) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a
registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of
the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60)
Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business
Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the issuance of the 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 another exemption) for that number of shares of Common Stock equal to (A) 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) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for
purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average
price of the 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 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) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
subsection 7.4.1.


 


7.4.2       Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a
national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to
exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be
required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock
issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially
reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under applicable
blue sky laws to the extent an exemption is not available.


 






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8.           Concerning
the Warrant Agent and Other Matters.


 


8.1          Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of 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
or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office
in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 


8.3          Fees
and Expenses of Warrant Agent.


 


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


 


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


 






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


 


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


 


8.4.3        Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it
by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any 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 Continental Stock Transfer & Trust Company as trustee thereunder) and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access
to the Trust Account.


 


9.           Miscellaneous
Provisions.


 


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


 


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


 


Star Peak Corp II

1603 Orrington Avenue, 13th Floor

Evanston, Illinois 60201

Attention: Chief Executive Officer


 






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With a copy to:


 


Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attention: Matthew R. Pacey

Peter S. Seligson


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


9.3          Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action proceeding or claim. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


Notwithstanding the
foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope
the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such
warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
within the State of New York or the United States District Court for the Southern District of New York in connection with any action
brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel
in the foreign action as agent for such warrant holder.


 


9.4          Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or
by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5          Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any
such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 






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


 


9.8          Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing
any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of
 “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding
or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All
other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the
Registered Holders of 65% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the
Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants, 65% of the then-outstanding
Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


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


 


Exhibit A               Form of
Warrant Certificate


Exhibit B
                Legend —
Private Placement Warrants


 






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


 


	 	STAR PEAK CORP II
	 	 
	 	 
	 	By: 	/s/ Michael D. Wilds
	 	 	Name: Michael D. Wilds
	 	 	Title:   Chief Financial Officer and Chief Accounting
Officer
	 	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST 

COMPANY, as Warrant Agent
	 	 
	 	 
	 	By: 	/s/ Erika Young
	 	 	Name: Erika Young
	 	 	Title:   Vice President



 


[Signature page to Warrant Agreement]