Exhibit 4.4


WARRANT AGREEMENT


 


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


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of its equity securities (the “Units”)
for the purposes of financing its initial Business Combination (the “Initial Business Combination”); “Business
Combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination involving the Company and one or more businesses;


 


WHEREAS, the Units
to be sold in the Offering will be comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”) and one-half of one redeemable warrant (the “Public Warrants”).



 


WHEREAS, the Company
has determined to issue and deliver in the Offering 20,000,000 (or 23,000,000 if the Over-allotment Option (as defined below) is
exercised in full) shares of Common Stock (such shares, the “Offering Shares”) and 10,000,000 (or 11,500,000
if the Over-allotment Option is exercised in full) Public Warrants to investors in the Offering;


 


WHEREAS, on [●],
2021, the Company entered into that certain Private Placement Warrants Subscription Agreement with Oyster Enterprises LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase 4,450,000 warrants
(or 4,825,000 warrants if the Over-allotment Option is exercised in full) (the “Sponsor Private Placement Warrants”)
from the Company simultaneously with the closing of the Offering, at a purchase price of $1.00 per Sponsor Private Placement Warrant,
with each Sponsor Private Placement Warrant bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, on [●],
2021, the Company entered into that certain Private Placement Warrants Subscription Agreement with Imperial Capital, LLC, one
of the underwriters of the Offering (“Imperial Capital”), pursuant to which Imperial Capital will purchase
1,200,000 warrants (or 1,380,000 warrants if the Over-allotment Option is exercised in full) (the “Imperial Private
Placement Warrants”,  from the Company simultaneously with the closing of the Offering, at a purchase price of
$1.00 per Imperial Private Placement Warrant, with each Imperial Private Placement Warrant bearing the legend set forth
in Exhibit B hereto;


 


WHEREAS, on [●], 2021, the Company
entered into that certain Private Placement Warrants Subscription Agreement with I-Bankers Securities, Inc., one of the underwriters
of the Offering (“I-Bankers”and, together with Imperial Captial, the “Underwriters”),
pursuant to which I-Bankers will purchase 300,000 warrants (or 345,000 warrants if the Over-allotment Option is exercised in full)
(the “I-Bankers Private Placement Warrants” and, together with the Sponsor Private Placement Warrants
and the Imperial Private Placement Warrants, the“Private Placement Warrants”) from the Company simultaneously
with the closing of the Offering, at a purchase price of $1.00 per I-Bankers Private Placement Warrant, with each I-Bankers Private
Placement Warrant bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with the Initial Business Combination, the Sponsor, Alden Global Capital
LLC (“Alden Global”) or any other 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 warrants (the “Working Capital Warrants”) at a price of $1.00 per Working
Capital Warrant at the option of the lender;


 






     


     


    

 


WHEREAS, following
consummation of the Offering, the Company may issue additional warrants that are governed by this Agreement (the “Post-IPO
Warrants” and, together with the Public Warrants, the Private Placement Warrants and Working Capital Warrants, the
“Warrants”) in connection with, or following the consummation by the Company of, the Initial Business
Combination;


 


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. A holder of the Warrants will not be able to exercise any fraction of a Warrant;


 


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


 


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 (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 Continental Stock Transfer & Trust Company to act as
agent for the Company for the Warrants, and Continental Stock Transfer & Trust Company 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 Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 






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2.3             
 Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by 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 its sole discretion, the Company may instruct the Warrant Agent to deliver
to the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public Warrant
and (ii) definitive certificates in physical form evidencing such Warrants 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 of the Company or the Chief Executive
Officer, Chief Financial Officer, Chief Legal Officer, Chief Operating Officer, Secretary or other principal officer of the Company.
In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.


 


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 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 Public Warrants. The shares of Common Stock and the 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 a day, other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier with the consent of
Imperial Capital (the “Detachment Date”), 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 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 whole Public Warrant. If, upon the
detachment of the Public Warrants from the Units, the issuance of the Public Warrants, 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 original holders thereof or their Permitted
Transferees (as defined below), the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for
cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold
until thirty (30) days after the completion by the Company of the Initial Business Combination, and (iii) shall not be
redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause
(ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private
Placement Warrants or the Working Capital Warrants that, in each case, are held by the original holders of the Private Placement
Warrants or the Working Capital Warrants, as the case may be, or any of their Permitted Transferees may be transferred by the holders
thereof prior to that thirtieth day:


 


(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, any affiliates of the Sponsor, including to funds affiliated with Alden Global, and to limited
partners of funds affiliated with Alden Global, provided that any such transfers to limited partners are made on a pro rata basis
pursuant to the organizational documents of such funds and internal allocation policy;


 


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


 


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


 


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


 


(e)              
by private sales or transfers made in connection with the consummation of the Initial Business Combination at prices no
greater than the price at which the Private Placement Warrants, the Working Capital Warrants or the shares of Common Stock, as
the case may be, were originally purchased;


 


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


 




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


 


(h)              
in the event of the Company’s completion of a liquidation, merger, capital 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 Company’s completion of the Initial Business Combination;


 


(i)                
in the case of an Underwriter, to the Underwriter’s affiliates or any entity controlled by the Underwriter; or


 


(j)                
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)
through (i) above,


 


provided, however, that,
in the case of clauses (a) through (e) and (i) and (j), any such transferees (the “Permitted Transferees”)
enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


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


 


2.8             
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as
the Public Warrants, except as may be agreed upon by the Company.


 


3.                 
Terms and Exercise of Warrants.


 


3.1             
Exercise Price. Each whole Warrant shall, when countersigned by the Warrant Agent, 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 “Exercise Price” as used in this Agreement shall
mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Exercise Price at any time prior to the Expiration Date (as defined below) for a period of not less
than twenty (20) Business Days, provided, that the Company shall provide at least three (3) days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 


3.2              Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the completion of the Initial Business
Combination or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and
terminating at 5:00 p.m., New York City time on the earliest to occur of: (x) the date that is five (5) years
after the date on which the Company completes the Initial Business Combination, (y) the liquidation of the Company in
accordance with the Company’s Amended and Restated Certificate of Incorporation if the Company fails to complete the
Initial Business Combination, and (z)  the Redemption Date (as defined below) for such Warrant 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; and provided, further, that the Underwriters
may not exercise any Private Placement Warrant held by them at any time after the fifth anniversary of the effective date of
the Registration Statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than
with respect to the Private Placement Warrants and the Working Capital Warrants, in each case, then held by the original
holders thereof or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof), each
Warrant (other than a Private Placement Warrant or a Working Capital Warrant, in each case, then held by original holders
thereof or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 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.


 




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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 (in the
case of a Warrant in book-entry form by causing the Warrant to be transferred 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), together with an election to
purchase shares of Common Stock properly completed and executed by the Registered Holder thereof on the reverse of the Warrant,
or, in the case of a Warrant in book-entry form, properly delivered by the applicable Participant in accordance with the Depositary’s
procedures, and by paying in full the Exercise 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 or by wire transfer payable to the order
of the Warrant Agent;


 


(b)              
in the event of a redemption pursuant to Section 6.1 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 to be exercised by a holder for that number of shares of Common Stock equal to the lesser
of (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 in this subsection 3.3.1(b), over the Exercise
Price by (y) the Fair Market Value and (B) the product of 0.361 and the number of Warrants surrendered by such holder. Solely
for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value”
shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading days immediately
following the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 




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(c)              
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working
Capital Warrant is held by the original holders thereof or their Permitted Transferees, as applicable, by surrendering the Warrants
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection
3.3.1(c), over the Exercise 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 reported last sale price of the Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working
Capital 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 upon Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Exercise Price (if payment is pursuant to subsection 3.3.1(a)) or the surrender
of Warrants in connection with a cashless exercise, 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. 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 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 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. 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.


 




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3.3.4       
 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the
date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Exercise 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.


 


3.3.5       
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this
subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall
not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such holder (together with such holder’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as such 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 holder 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 holder 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 holder and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares
of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, quarterly report on Form 10-Q, Current Report on Form 8-K or other
public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason
at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company
by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 




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4.                 
 Adjustments.


 


4.1             
Stock Dividends.


 


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


 


4.1.2        Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to all or substantially all holders of the Common Stock on account of such
shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other
than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to
satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination,
(d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the
Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s
obligation to provide for the redemption of the Offering Shares in connection with the Company’s Initial Business
Combination or to redeem 100% of the Offering Shares if the Company does not complete the Initial Business Combination within
24 months from the closing of the Offering or with respect to any other material provision relating to stockholder
rights or pre-Initial Business Combination activity or (e) in connection with the redemption of Offering Shares upon the
failure of the Company to complete the 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 Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by
the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
“Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis,
with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the
events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that
resulted in an adjustment to the Exercise 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 Exercise Price.


 


4.3.1       
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in
subsection 4.1.1 or Section 4.2 above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying
such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.3.2       
If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable
for shares of Common Stock for capital raising purposes in connection with the closing of the Initial Business Combination at an
issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined
in good faith by the Company and, (i) 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 (the “Class B Common
Stock”), held by the Sponsor or its affiliates, prior to such issuance, and (ii) without taking into account the
transfer of shares of Class B Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender
to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 consummation of
the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock
during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the Exercise Price will 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 under Section 6.1 hereof will 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 under Section 6.2 hereof will
be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 




    	10 



     


    

 


4.4             
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under Section 4.1 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
corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding 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 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 (or any successor rule)) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members
of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4, provided, further, that if less than
70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common
stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Exercise Price shall be reduced by an amount
(in dollars) (but in no event less than zero) equal to the difference of (i) the Exercise Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this
Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event, (3) the assumed volatility shall be the 90-day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
“Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively
of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the amount of cash per share of
Common Stock, if any, paid to holders plus the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
In no event will the Exercise Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.5             
Notices of Changes in Warrant. Upon every adjustment of the Exercise 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 Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock
purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2,
4.3, or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at
the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


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


 


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


 






    	12 



     


    

 


4.8             
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an
adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants
be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with the Initial Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9             
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of
the Class B Common Stock into shares of Common Stock 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, properly endorsed with signatures properly guaranteed (in
the case of certificated Warrants) 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          Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
the issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


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


 


5.5          Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and 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 Public 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 Public Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6.1 shall
have no effect on any transfer of Public Warrants on and after the Detachment Date.


 


6.           Redemption.


 


6.1          Redemption of Warrants When the Price Per Share of Common Stock Equals or Exceeds $18.00 Per Share. Subject to Section 6.5
hereof, at any time during the Exercise Period, the Company may, at its option, redeem all (and not part) of the outstanding Warrants
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that the last reported sale
price of the Common Stock 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 notice of the redemption is given and provided that 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) or the Company has elected to require the
exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b).


 


6.2          Redemption
of Warrants When the Price Per Share of Common Stock Equals or Exceeds $10.00 Per Share. Subject to Section 6.5
hereof, at any time during the Exercise Period, the Company may, at its option, redeem all (and not part) of the outstanding
Warrants 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 the last reported sale price of the Common Stock has been at least
$10.00 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 notice of the
redemption is given and, provided that, if the last reported sale 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 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 at the same price 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” and receive a number of shares
of Common Stock determined by reference to the table below, based on the Redemption Date (as defined below) (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is
defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”).


 






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	 	 	Fair Market Value of Common Stock
	Redemption Date (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	 	0.281	 	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





 


The exact Fair Market
Value and Redemption Date may not be set forth in the table above, in which case, if the 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 redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher
and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365-day year.


 


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 of Common
Stock issuable upon exercise of a Warrant is adjusted pursuant to Section 4. If the number of shares of Common
Stock issuable upon exercise of a Warrant is adjusted pursuant to Section 4, 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 Exercise Price after such adjustment and the denominator of which is the Exercise Price immediately prior to such
adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts 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. If
the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.3.2, 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, 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 will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361
shares of Common Stock per Warrant (subject to adjustment).


 






    	 	15	 



    	 	 	 



    

 


6.3          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 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 Warrant Register. 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.


 


6.4          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) or 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. 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(b), 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 definition of “Fair Market Value” (as such
term is defined in subsection 3.3.1(b) hereof) in such case. In connection with any redemption of the Warrants, the
Company shall provide the Registered Holders with the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) no later than one (1) Business Day after the ten (10) trading day period
referred to in such definition of “Fair Market Value.” On and after the Redemption Date, the Registered Holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the applicable Redemption Price.


 


6.5          Exclusion of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights
provided in Section 6.1 hereof 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 original holders
thereof or their Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred
(other than to the original holders thereof or Permitted Transferees in accordance with Section 2.7), the Company may
redeem such Private Placement Warrants or Working Capital Warrants pursuant to Section 6.1, provided that the criteria
for redemption are met. Private Placement Warrants or Working Capital Warrants that are transferred to persons other than the original
holders thereof or Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants
and shall become Public Warrants under this Agreement.


 






    	 	16	 



    	 	 	 



    







 


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 a stockholder 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 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 Underlying the Warrants; Cashless Exercise at Company’s Option.


 


7.4.1        Registration
of the Common Stock Underlying the Warrants. The Company agrees that as soon as practicable, but in no event later than
fifteen (15) Business Days after the closing of the Initial Business Combination, it shall use its reasonable best
efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of
Common Stock issuable upon exercise of the Warrants. The Company shall use its reasonable best efforts to cause the same to
become effective within 60 Business Days following the closing of the Initial Business Combination 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 Initial Business Combination, holders of the Public Warrants shall
have the right, during the period beginning on the 61st Business Day after the closing of the Initial Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the
Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for
that number of shares of Common Stock equal to the lesser of (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) over the Exercise Price by (y) the Fair Market Value and (B) the product of 0.361 and the number of
Warrants surrendered for exchange. 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 (or any successor rule)) of the Company
and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the
avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 






    	 	17	 



    	 	 	 



    

 


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, as a result, the Common Stock does not 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, (i) require
holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its reasonable best efforts to register or qualify the shares of Common
Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant
holder to the extent an exemption is not available.


 


8.           Concerning the Warrant Agent and Other Matters.


 


8.1          Payment of Taxes. 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.


 






    	 	18	 



    	 	 	 



    

 


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 ninety (90) 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 Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights,
immunities, duties, and obligations.


 


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


 


8.2.3      Merger or Consolidation of Warrant Agent. Any 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 Chief Executive Officer, Chief Financial
Officer, Chief Legal Officer, Chief Operating Officer or Secretary 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.


 






    	 	19	 



    	 	 	 



    

 


8.4.2       Indemnity. The Warrant Agent shall be liable hereunder only for its own or its representatives’ gross negligence,
willful misconduct, fraud, 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, 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
or its representatives’ gross negligence, willful misconduct, bad faith or material breach of this Agreement.


 


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,
other than making such adjustments as directed by the Company; 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.


 






    	 	20	 



    	 	 	 



    

 


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 (i) if by email, when the email is sent, or (ii) 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:


 


Oyster Enterprises Acquisition Corp.

300 Main Street

Stamford, Connecticut 06901

Attention: Heath B. Freeman

Email: HFreeman@aldenglobal.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 (i) if by email, when the email is sent, or (ii) 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

Email: compliance@continentalstock.com


 


With a copy in each case to:



Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attn: Michael P. Heinz

Email: mheinz@sidley.com



and



Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attn: Jonathan Ko

Email: jonathanko@paulhastings.com



and



Imperial Capital, LLC

10100 Santa Monica Boulevard, Suite 2400

Los Angeles, California 90067

Attn: Peter Bennitt

Email: PBennitt@imperialcapital.com


 






    	 	21	 



    	 	 	 



    

 


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. 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, including under the
Securities Act, 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 Section 9.3 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 courts of the United States of America have exclusive jurisdiction. 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 of the forum provisions
above, is filed in a court other than a court of 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 in the State 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          Compliance and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with
all applicable laws and keep confidential all information 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.


 


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


 






    	 	22	 



    	 	 	 



    

 


9.7          Counterparts;
Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the same instrument. The words
“execution,” “signed,” “signature,” and words of like import in this Agreement or in any
other certificate, agreement or document related to this Agreement shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or
“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of
electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act or the Uniform Commercial Code.


 


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 for
the purpose of curing any ambiguity, mistake (including to conform this Agreement to the description thereof in the Prospectus)
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. All other modifications or amendments, including any amendment
to increase the Exercise Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders
of at least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of, or any provisions
of this Agreement with respect to, the Private Placement Warrants or Working Capital Warrants, shall require the vote or written
consent of the Registered Holders of at least 50% of the then outstanding Private Placement Warrants or Working Capital Warrants,
as applicable. Notwithstanding the foregoing, the Company may lower the Exercise 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


 


[Signature page follows]


 






    	 	23	 



    	 	 	 



    







 


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


 





	 	OYSTER ENTERPRISES ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 		Name:	 
	 		Title:	           
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 	 
	 	By:	 
	 		Name:	 
	 		Title:	         



 


[Signature Page
to Warrant Agreement]


 






    	 	 	 



    	 	 	 



    

 


EXHIBIT A


 

Form of Warrant Certificate


 




[FACE]


 


Number


 


Warrants


 

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 

OYSTER ENTERPRISES ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP [●]


 


Warrant Certificate


 


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


 


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


 






    	 	A-1	 



    	 	 	 



    







 


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


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void. 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, without regard to conflicts of
laws principles thereof.


 






    	 	A-2	 



    	 	 	 



    







 





	 	OYSTER ENTERPRISES ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 		Name:	 
	 		Title:	           
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent
	 	 	 	 
	 	By:	 
	 		Name:	 
	 		Title:	         


 






    	 	A-3	 



    	 	 	 



    

 

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


 


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


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (a)(i) a
registration statement covering the issuance of 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 or (b) a valid exemption from
registration is available, 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.


 


Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 






    	 	A-4	 



    	 	 	 



    

 


Upon due
presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 






    	 	A-5	 



    	 	 	 



    







 


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 Oyster Enterprises 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 Sections 6.1 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Sections 6.4 and 3.3.1(b) of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant
Agreement.


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder
thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant
is exercisable for shall be determined in accordance with Section 6.2 of the Warrant Agreement.


 


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


 


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


 


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


 


[Signature Page Follows]


 






    	 	A-6	 



    	 	 	 



    







 


Date: , 20


 





	 	 
	 	(Signature)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)



 


Signature Guaranteed:


 





	 	 



  


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


 






    	 	A-7	 



    	 	 	 



    







 


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 OYSTER ENTERPRISES ACQUISITION CORP. (THE “COMPANY”),
OYSTER ENTERPRISES 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 THE INITIAL BUSINESS COMBINATION
(AS DEFINED IN THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 






    	 	B-1