Exhibit 4.4


 


FORM OF WARRANT AGREEMENT

between

MONUMENT CIRCLE ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of , 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [_], 2021 is by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS, on [_], 2021, the Company entered
into that certain Private Placement Warrants Purchase Agreement with Monument Circle Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 6,000,000 warrants (or
up to 6,600,000 warrants if the Over-allotment Option (as defined below) 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 $1.00 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 affiliates 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 1,500,000 warrants at
a price of $1.00 per warrant (the “Working Capital Warrants”);


 


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, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable
Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver
up to 11,500,000 warrants warrants (including up to 1,500,000 warrants warrants if the Over-allotment Option (as defined below) is exercised in full)
to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants
and the Working Capital Warrants, the “Warrants”);


 


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


 


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 issuance of the Units, the Public Warrants
and the shares of Common Stock included in the Units;


 






     


     


    

 


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 express 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. Warrants may be represented by one
or more physical definitive certificates or by book-entry.


 


2.2             
Effect of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the
Warrant Agent, either by manual or facsimile signature, 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 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. All of the Public Warrants shall initially
be represented by one or more book-entry certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of 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 certificate or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant
in its account, a “Participant”).


 






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If the Depositary subsequently ceases to
make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed
hereto as Exhibit A.


 


Physical definitive certificates, if issued,
shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
the President or the 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 (notwithstanding any notation
of ownership or other writing on any physical definitive 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 shares of 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 Cantor Fitzgerald & Co., as representative of the several underwriters, but in no event shall the shares of
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 a second or amended current report on Form 8-K to provide updated financial information to reflect
the exercise of the Underwriters’ Over-allotment option, if the Over-allotment option is exercised following the initial
filing of such current report on 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             
No Fractional Warrants Other Than as Part of Units. 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-half of one 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.


 


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 the
Sponsor or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital
Warrants: (i) may be exercised on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below),
and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement
Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any of its 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 affiliates or family members of any of the Company’s officers or
directors, any members of the Sponsor, or any affiliates of the Sponsor;


 


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


 


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


 


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


 


(e)              
transfers by virtue of the laws of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor;


 


(f)               
transfers by private sales or transfers made in connection with the consummation of the Company’s initial Business
Combination at prices no greater than the price at which the securities were originally purchased;


 


(g)              
transfers in the event of the Company’s liquidation prior to the completion of the Company’s initial Business
Combination;


 


(h)              
in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization 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 subsequent to the completion of the Company’s initial Business Combination; and


 






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(i)                
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)
through (h) above; provided, however, that, in the case of clauses (a) through (d), (f) and (i), these transferees
(the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions in this Agreement.


 


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


 


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 described in the prior sentence
at which each share of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may
lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered
Holders of the Warrants and, provided, further, that any such reduction shall be 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 merger,
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), or (ii) the date that is twelve (12) months from the date of
the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) 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 certificate of incorporation, as amended from time to time, if the Company fails to consummate
a Business Combination and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants, 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 or a valid exemption 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
or a Working Capital Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than
a Private Placement Warrant or a Working Capital Warrant in the event of a redemption) not exercised on or before the Expiration
Date shall become null and 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.


 






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3.3             
Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by surrendering it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together
with (i) an election to purchase form, duly executed, electing to exercise such Warrant and (ii) 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;


 


(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 the Sponsor or a Permitted Transferee, 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 Warrant is sent to the Warrant Agent; or


 


(d)              
as provided in Section 7.4 hereof.


 


The Warrant Agent shall forward funds received
for warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account
designated by the Company.


 






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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 are exercised, a notation shall be made to the records maintained by the Depositary, its
nominee to each book-entry Warrant, 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 covering the issuance of 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 the registration requirements of the Securities Act 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
shares of 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.
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 share of Common Stock underlying such Unit. Subject to Section 4.6 of this Agreement, a
Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Common Stock. In
no event will the Company be required to net cash settle any Warrant exercise. The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to Subsection 3.3.1(b) and Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, 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 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 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 issued and outstanding shares of
Common Stock, the holder may rely on the number of issued and 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 for the Common Stock setting forth the number of shares of Common Stock issued and 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.


 






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4.1.1       
Share Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below,
the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up
of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in
the outstanding shares of Common Stock. A rights offering to holders of shares of 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 shares of 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 Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering
is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable for the shares of
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 shares
of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the
shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


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 the holders of the shares of 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 shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of the shares of Common Stock in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation 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
its initial Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation
or with respect to any other material provisions relating to stockholders’ rights or pre-Business Combination activity, or
(e) in connection with the redemption of shares of Common Stock included in the Units sold in the Offering upon the Company’s
failure to complete the Company’s 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 shares 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 shares of 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).


 






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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. Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, 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             
Capital Raised in Connection with the Initial Business Combination. If 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 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 Sponsor or its affiliates, without
taking into account any Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”),
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 initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting
on the trading day after the day on which the Company completes the initial Business Combination is below $9.20 per share, the
Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the volume weighted average trading
price of the Company’s Common Stock during the 20 trading day period starting on the trading day after the day on which the
Company completes the initial Business Combination and the Newly Issued Price and the $18.00 per share redemption trigger price
shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the ) the volume weighted average trading price of
the Company’s Common Stock during the 20 trading day period starting on the trading day after the day on which the Company
completes the initial Business Combination 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 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 into another type of entity (other than a consolidation or merger in which
the Company is the continuing entity 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 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 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 shares of 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 shares of 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 shares
of 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 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 shares of
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
shares of 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, if positive,
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) (which amount determined under this clause (ii) shall not be less than zero).
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 shares of 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 shares of 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 4.5. The provisions of this Section 4.5
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In
no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.6             
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; provided, however, that no adjustment to the number of shares of Common
Stock issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to 1% or more of the number of
shares of Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments
that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such
carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried
forward adjustments) would result in a change of at least 1% in the number of shares of Common Stock issuable upon exercise of
a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2,
4.3, 4.4 or 4.5 in connection with which an adjustment is made to the Warrant Price or the number of shares
of Common Stock issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence of such event to each
holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue a fractional share 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.


 






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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.


 


4.9             
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; provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.9 (ii) as a result of any issuance of securities in connection with a Business Combination
or (ii) solely as a result of an adjustment to the conversion ratio of the Company’s Class B Common Stock, into Common Stock.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10         
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 Class B Common Stock into shares of Common Stock or the conversion of the Class
B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation,
as amended from time to time.


 


5.                 
Transfer and Exchange of Warrants.


 


5.1             
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
In the case of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to 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 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             
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer
or exchange of Warrants which would require 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. 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 trading day prior to the date on which the notice of redemption
is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption 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.


 






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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 30-day 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.


 


6.4             
Exclusion of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights
provided in this 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 the Sponsor or its Permitted
Transferees. 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,
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 stockholder in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.


 


7.2             
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant
so lost, stolen, mutilated or destroyed, and countersigned by the Warrant Agent. 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. The Warrant Agent may, at its option, countersign replacement Warrants for mutilated certificates upon
presentation thereof without such indemnity.


 






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


 


7.4             
Registration of Shares of Common Stock; 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 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
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 Company’s initial Business Combination, holders of the Warrants shall
have the right, during the period beginning on the 61st Business Day after the closing of the Company’s initial Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the 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 statute) 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 days ending on the third 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 sent to 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 (and has not been during the preceding three months) 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 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 shares of Common Stock are at the time of any exercise of a 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 (or any successor statute), 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 statute) as described in subsection 7.4.1 and, in the event the Company so elects,
the Company shall not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities
Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
or (ii) use its commercially reasonable 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 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 and the Warrant Agent 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 ninety (90) 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 authorized under applicable laws to exercise the powers of a transfer agent 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.


 






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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 Company’s transfer agent for the shares of Common Stock not later
than the effective date of any such appointment.


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any 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.


 


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 Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, the President or the Secretary or other principal officer 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, or its representatives’, gross negligence,
willful misconduct, bad faith or material breach of this Agreement. 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, or its representatives’,
gross negligence, willful misconduct, bad faith or material breach of this Agreement.


 






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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.


 


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:


 


Monument Circle Acquisition Corp.


One EMMIS Plaza


40 Monument Circle, Suite 700


Indianapolis, IN 46204

Attention: [___]


 


with a copy to (which shall not constitute notice):


 






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Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Raphael M. Russo


Email: rrusso@paulweiss.com


 


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 a copy to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas


New York, NY 10105

Attention: Douglas S. Ellenoff


   Stuart Neuhauser

Email: ellenoff@egsllp.com


sneuhauser@egsllp.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, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New
York, County of New York, 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. 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 City of New York, County of New York, 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             
Compliance and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with
all applicable laws, including those relating to privacy, data protection and information security, shall keep confidential all
information (including personally identifiable information and personal data) relating to this Agreement and, except as required
by applicable law, shall not use such information for any purpose other than the performance of the Warrant Agent’s obligations
under this Agreement.


 


9.5             
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.


 






    20


     


    

 


9.6             
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent 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.


 


9.7             
Counterparts; Electronic Signatures. 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. A signature to this Agreement transmitted electronically shall have the same authority, effect
and enforceability as an original signature.


 


9.8             
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.


 


9.9             
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i)
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders and (ii) to provide for
the delivery of Alternative Issuance pursuant to Section 4.5. 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, 50% of the number of the 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.


 


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


 


Exhibit A – Form of Warrant Certificate

Exhibit B – Legend Private Placement Warrants


 






    21


     


    

 


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


 


		MONUMENT CIRCLE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:    J. Scott Enright
	  	 	Title:      Executive Vice President, General Counsel and Secretary
	 	 
	 	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 NULL AND VOID
IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


MONUMENT CIRCLE ACQUISITION CORP.


 


Incorporated Under the Laws of the State
of Delaware


 


CUSIP     61531M 119     


 


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
(“Common Stock”), of Monument Circle 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
Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate
and payment of the Warrant Price (or through “cashless exercise” as provided for in the Warrant
Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in
the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.


 


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


 


The initial Warrant Price per share of 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 as set forth in the Warrant Agreement.


 






    A-1


     


    

 


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 null and 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.


 


	 	MONUMENT CIRCLE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	J. Scott Enright
	 	 	Title:	Executive Vice President, General Counsel and Secretary 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    A-2


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [    ], 20[    ] (the
 “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
 & Trust Company, a New York corporation, as warrant agent (or successor warrant agent) (collectively, 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 designated office of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised.


 


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


 


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


 


Warrant Certificates, when surrendered at
the designated 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.


 






    A-3


     


    

 


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 third party 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 entitle any holder hereof to any rights of a stockholder of the Company.


 






    A-4


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive                                    shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of Monument Circle Acquisition Corp. (the “Company”) in
the amount of $                                    in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of                                    , whose address is                                    and that such shares of Common Stock be delivered to                                   whose
address is                                                                      . If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
in the name of                                   , whose address is                                                                       and that such Warrant Certificate be delivered to , whose address is                                                                     .


 


[In the event that the Warrant has
been called for redemption by the Company pursuant to Section [    ] of the Warrant Agreement and
the Company has required cashless exercise of its Warrant pursuant to a Make-Whole Exercise (as defined in Section
[    ] of the Warrant Agreement), the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection [     ] and Section [     ] of the
Warrant Agreement.]


 


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


 


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


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant
is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of
Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Common Stock be registered in the name of                                   , whose address is                                   and that such Warrant Certificate be delivered
to                                                                    , whose address is                                  .


 






    A-5


     


    

 


[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 SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED).


 






    A-6


     


    

 


EXHIBIT B



LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG MONUMENT CIRCLE ACQUISITION CORP. (THE “COMPANY”), MONUMENT CIRCLE SPONSOR LLC AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE
WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES
IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF 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.”


 






    B-1