Exhibit 4.4


 


NOVUS CAPITAL CORPORATION II


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


WARRANT AGREEMENT


 


Dated as of [•], 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [•], 2021, is by and between Novus Capital Corporation II, a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent”).


 


WHEREAS, the Company has entered into
separate agreements with members of the Company’s management and/or their affiliates (the
 “Sponsors”), Novus Capital Associates, LLC (“Novus Associates”) and NCCII Co-Invest LLC
(“Cowen Investments” and, together with the Sponsors and Novus Associates, the
 “Founders”), pursuant to which the Founders have agreed to purchase an aggregate of 4,666,666 warrants (or
up to 5,166,666 warrants if the underwriters’ over-allotment is exercised in full) (the “Private Placement
Warrants”), each Private Placement Warrant bearing the legend set forth in Exhibit B hereto, in a private
placement transaction to occur substantially concurrently with the closing of the Offering. Each whole Private Placement
Warrant entitles the holder thereof to purchase one share of the Company’s Common Stock for $11.50 per whole share,
subject to adjustment, terms and limitations as described herein;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the initial stockholders of the Company or an affiliate of the initial stockholders 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 $2,000,000 of such
loans made to the Company may be convertible into warrants at a price of $1.50 per redeemable warrant (the “Working Capital
Warrants”);


 


WHEREAS, the Company is engaged in an
initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit
comprised of one share of Common Stock and one-third of one Public Warrant (as defined below) (the
 “Units”) and, in connection therewith, has determined to issue and deliver up to 8,333,333 redeemable
warrants (including up to 9,583,333 redeemable warrants subject to the Over-allotment Option (as defined below)) to public
investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants and the
Working Capital Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one
share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), for
$11.50 per whole share, subject to adjustment, terms and limitations 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-[*]
and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Public Units, the Public Warrants and the shares of Common Stock included in the Units;


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 






    


     


    

 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Agreement.


 


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


 


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



 


		2.	Warrants.



 


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



 


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



 


		2.3	Registration.



 


		2.3.1	Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry
form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests
in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a
Warrant in its account, a “Participant”).



 


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


 


Physical certificates, if issued, shall
be signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer (or Co-Chief Executive
Officer, if applicable), the President, the Chief Financial Officer or the Secretary 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


     


    

 


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



 


		2.5	Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units. If, upon the detachment
of Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.



 


		2.6	Private Placement Warrants; Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants
shall be identical to the Public Warrants, except that so long as they are held by any of the Founders or their Permitted Transferees
(as defined below), the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a
cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) with respect to Private Placement Warrants held by
Cowen Investments, will not be exercisable more than five years from the effective date of the Registration Statement in accordance
with FINRA Rule 5110(f)(2)(G)(i), (iii) may not be transferred, assigned or sold (including any shares of Common Stock
issued upon exercise of the Private Placement Warrants or the Working Capital Warrants) until thirty (30) days after the completion
by the Company of an initial Business Combination, and (iv) shall not be redeemable by the Company; provided, however,
that in the case of (iii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by
any of the Founders or any of their Permitted Transferees and any shares of Common Stock issued upon exercise of the Private Placement
Warrants or Working Capital Warrants may be transferred by the holders thereof:



 


		(a)	to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Founders, or any affiliates of the Founders;



 


		(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 such person, or to a charitable organization;



 


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



 


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



 


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



 


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



 


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



 






    3


     


    

 


		(h)	in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of the initial Business Combination; provided, however, that in the case of clauses
(a) through (e) these permitted transferees (the “Permitted Transferees”) must enter into a written
agreement agreeing to be bound by the transfer restrictions in this Agreement and the applicable transfer and other restrictions
contained in the letter agreement, dated the date hereof, by and among the Company, the Founders and each of the other parties
thereto.



 


		3.	Terms and Exercise of Warrants.



 


		3.1	Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and
of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per
whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment
of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at
which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to
Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.



 


		3.2	Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
on the date that is thirty (30) days after the first date on which the Company completes a Business
Combination, and (B) terminating
at the earlier to occur of: (w) 5:00 p.m., New York City time on the date that is five (5) years after the date on which
the Company completes its initial Business Combination, (x) the liquidation of the Company in accordance with the Company’s
certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business Combination, provided,
however, that the Private Placement Warrants issued to Cowen Investments will not be exercisable more than five years from the
effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i), and (y) other than with
respect to the Private Placement Warrants and Working Capital Warrants then held by any of the Founders or their Permitted Transferees,
the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom
being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to
a Private Placement Warrant or a Working Capital Warrant then held by any of the Founders or their Permitted Transferees) in the
event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or a
Working Capital Warrant then held by any of the Founders or their Permitted Transferees in the event of a redemption) not exercised
on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.



 


		3.3	Exercise of Warrants.



 


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



 






    4


     


    

 


		(a)	in lawful money of the United States, in good certified check or good bank draft 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 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 Warrant Price by (y) the Fair Market
Value and (B) 0.361. Solely for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4,
the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 6 hereof;



 


		(c)	with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Founders or a Permitted
Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market
Value” (as defined in this subsection 3.3.1(c)) over the Warrant Price, by (y) the Sponsor Fair Market Value.
Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average
last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date
on which the notice of exercise is sent to the Warrant Agent;



 


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



 


		(e)	as provided in Section 7.4 hereof.



 


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


 


		3.3.2	Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to
the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common
Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares
of Common Stock as to which such Warrant shall not have been exercised. 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 (a) registration statement under the Securities Act with respect to the shares of Common Stock underlying
the Public Warrants is then effective and (b) a prospectus relating thereto is current, subject to the Company’s satisfying
its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue
shares of Common Stock upon exercise of a Warrant unless the 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. Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants
may exercise its Public Warrants only for a whole number of shares of Common Stock. In no event will the Company be required to
net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,”
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of
Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such
holder.



 






    5


     


    

 


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



 


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



 


		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, such holder shall not have the right to
exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% or such other amount as the
holder may specify (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
on Form 8-K or other public filing with the Commission, as the case may be, (2) a more recent public announcement by
the Company or (3) any other notice by the Company or the Company’s 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.



 






    6


     


    

 


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



 


		4.1.2	Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares
of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of the shares of Common Stock in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s public shares
of Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (ii) with
respect to any other provision relating to the Company’s stockholders’ rights or pre-initial Business Combination activity,
or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business
Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the 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 shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the
extent it does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or
to the number of shares of Common Stock issuable on exercise of each Warrant).



 






    7


     


    

 


		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,  the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.



 


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



 






    8


     


    

 


		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 merger or consolidation 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 shares of Common Stock were entitled to exercise a right of
election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then the kind
and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable
shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of Common Stock
in such merger or consolidation that affirmatively make such election, and (ii) if a tender, exchange or redemption offer
shall have been made to and accepted by the holders of the shares of Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the 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 shares of Common Stock held by such holder had been purchased
pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer)
as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in
an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes
Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of
this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on
Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the
assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
 “Per Share Consideration” means (i) if the consideration paid to holders of the shares of Common Stock
consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the
effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common
Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
reduced to less than the par value per share issuable upon exercise of the Warrant.



 





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



 






    9


     


    

 


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



 


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



 


		4.8	Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an
adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants
be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.



 


		5.	Transfer and Exchange of Warrants.



 


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



 


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



 


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



 


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



 






    10


     


    

 


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



 


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



 


		6.	Redemption.



 


		6.1	Redemption of Warrants when the price per share of Common Stock equals or exceeds $18.00. Subject to Sections 6.5
and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time
while they are exercisable and prior to their expiration, at the office(s) 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 (i) the last sales price of the Common Stock reported has been at least $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days, within the thirty
(30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and (ii) there
is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or
the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.



 


		6.2	Redemption of Warrants when the price per share of Common Stock equals or exceeds $10.00. Subject to Sections 6.5
and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing
ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10
per Warrant, provided that (i) the last reported sales price of the Common Stock reported has been at least $10.00 per share
(subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption
is given and (ii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the
Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number
of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of
the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection
3.3.1(b)) (a “Make-Whole Exercise”).



 


	 	 	Fair Market Value of shares of Common Stock ($)	 
	Redemption Date (period to expiration of the Warrants)	 	≤10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 	 	17	 	 	≥18	 
	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	 



 






    11


     


    

 


The exact Fair Market Value and Redemption Date (as
defined below) 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 exercised in a Make-Whole Exercise 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-
or 366-day year, as applicable.


 


The stock prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant 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 number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant
as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number
of shares issuable upon exercise of a Warrant. 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).


 


		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 (such 30-day period, the “Redemption Period”) to the Registered Holders of the
Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.



 


		6.4	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, the notice of redemption shall contain the information necessary to calculate the number of shares
of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term
is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.



 


		6.5	Exclusion of Private Placement Warrants; Working Capital Warrants. The Company agrees that the redemption rights provided
in Section 6.1 and Section 6.2 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
initial holder thereof or its Permitted Transferees. However, once such Private Placement Warrants, or Working Capital Warrants
are transferred (other than to Permitted Transferees under subsection 2.6), the Company may redeem the Private Placement
Warrants and the Working Capital Warrants provided that the criteria for redemption are met, including the opportunity of the holder
of such Private Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants or Working Capital Warrants
prior to redemption pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants that are transferred
to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and Working Capital
Warrants, respectively, and shall become Public Warrants under this Agreement.



 






    12


     


    

 


		6.6	Public Warrants Held By the Company’s Officers or Directors. The Company agrees that if Public Warrants are held
by any of the Company’s officers or directors, the Public Warrants held by such officers and directors will be subject to
the redemption rights provided in Section 6.2, except that such officers and directors shall only receive “Fair
Market Value” (“Fair Market Value” in this Section 6.6 shall mean the last reported sale price of the Public
Warrants on the applicable Redemption Date) for such Public Warrants so redeemed.



 


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



 


		7.1	No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.



 


		7.2	Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



 


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



 


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



 


		7.4.1	Registration of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty
(20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts
to file with the Commission a registration statement for the registration, under the Securities Act of the shares of Common Stock
issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been
declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have
the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have
maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of
the Securities Act (or any successor statute) 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 Warrant Price by (y) the Fair
Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall
mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall
be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the
Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law
firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common
Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall
not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless
and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this subsection 7.4.1.



 






    13


     


    

 


		7.4.2	Cashless Exercise at Company’s Option. If Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act (or any successor statute), 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 statute) 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 commercially reasonable efforts to register or qualify for sale the shares of Common
Stock issuable upon exercise of the Public Warrant under applicable blue sky laws 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 and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares
of Common Stock.



 


		8.2	Resignation, Consolidation, or Merger of Warrant Agent.



 


		8.2.1	Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company),
then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.



 






    14


     


    

 


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



 


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



 


		8.3	Fees and Expenses of Warrant Agent.



 


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



 


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



 


		8.4	Liability of Warrant Agent.



 


		8.4.1	Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chairman of the Board, the Chief Executive Officer (or Co-Chief
Executive Officer, if applicable), the President, the Chief Financial Officer or the 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.



 


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



 


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



 






    15


     


    

 


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



 


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



 


		9.	Miscellaneous Provisions.



 


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



 


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



 


Novus Capital Corporation II

8556 Oakmont Lane


Indianapolis, IN 46260

Attention: Robert J. Laikin


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


		9.3	Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
by and construed in accordance with the laws of the State of New York, including, without limitation, Sections 5-1401 and 5-1402
of the New York General Obligations Law and New York Civil Practice Laws and Rule 327(b). The Company hereby agrees that any
action, proceeding or claim against it arising out of, or otherwise based on, this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.



 


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



 






    16


     


    

 


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



 


		9.6	Counterparts; Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect,
and enforceability as an original signature.



 


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



 


		9.8	Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the
purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description
of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein or (ii) adding
or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All
other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period and any amendment to the terms of only the Private Placement Warrants or Working Capital Warrants, shall require the vote
or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment
to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect to the
Private Placement Warrants or Working Capital Warrants, 50% of the then-outstanding Private Placement Warrants or Working Capital
Warrants, respectively. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.



 


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



 


		9.10	Business Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup
capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement,
including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the
Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”).
Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed
to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting
the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no
later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes
aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate
by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection with
such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and
functioning normally in all material respects.



 






    17


     


    

 


		9.11	Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to
the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged
or received pursuant to the negotiation or the carrying out of this Warrant Agreement, including the fees for services, shall remain
confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including,
without limitation, pursuant to requests from the Securities and Exchange Commission and subpoenas from state or federal government
authorities (e.g., in divorce and criminal actions).



 





Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 






    18


     


    

 


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


 


	 	NOVUS CAPITAL CORPORATION II
	 	 	 
	 	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 NULL AND VOID IF
NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Novus Capital Corporation II

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 (“Common Stock”), of Novus Capital Corporation II,
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 Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will, upon
exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder. The number
of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


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


 


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


 


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


 






    


     


    

 


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


 


	 	NOVUS CAPITAL CORPORATION II
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive             
shares of 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 (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 



    


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.1 or Section 6.2 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4
of the Warrant Agreement.


 


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


 


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


 


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


 


	Date: , 	 	(Signature)	 
	 	 	 
	 	 	(Address)	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


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


 



    


     


    

 


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 NOVUS CAPITAL CORPORATION II (THE “COMPANY”),
NOVUS CAPITAL ASSOCIATES, llc, NCCII Co-Invest LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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