Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of January 19, 2021, is by and between Oyster Enterprises Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the
 “Transfer Agent”).


 


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


 


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


 


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


 


WHEREAS, on January 19,
2021, the Company entered into that certain Private Placement Warrants Subscription Agreement with Oyster Enterprises LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase 4,450,000 warrants
(or 4,825,000 warrants if the Over-allotment Option is exercised in full) (the “Sponsor Private Placement Warrants”)
from the Company simultaneously with the closing of the Offering, at a purchase price of $1.00 per Sponsor Private Placement Warrant,
with each Sponsor Private Placement Warrant bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, on January 19,
2021, the Company entered into that certain Private Placement Warrants Subscription Agreement with Imperial Capital, LLC, one of
the underwriters of the Offering (“Imperial Capital”), pursuant to which Imperial Capital will purchase 1,200,000 warrants
(or 1,380,000 warrants if the Over-allotment Option is exercised in full) (the “Imperial Private Placement Warrants”,
from the Company simultaneously with the closing of the Offering, at a purchase price of $1.00 per Imperial Private Placement Warrant,
with each Imperial Private Placement Warrant bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, on January 19,
2021, the Company entered into that certain Private Placement Warrants Subscription Agreement with I –Bankers Securities, Inc.,
one of the underwriters of the Offering (“I-Bankers” and, together with Imperial Capital, the “Underwriters”),
pursuant to which I-Bankers will purchase 300,000 warrants (or 345,000 warrants if the Over-allotment Option is exercised in full)
(the “I-Bankers Private Placement Warrants”, and, together with the Sponsor Private Placement Warrants
and the Imperial Private Placement Warrants, the “Private Placement Warrants”) from the Company simultaneously
with the closing of the Offering, at a purchase price of $1.00 per I-Bankers Private Placement Warrant, with each I-Bankers Private
Placement Warrant bearing the legend set forth in Exhibit B hereto;


 






    


     


    

 


WHEREAS, in order to
finance the Company’s transaction costs in connection with the Initial Business Combination, the Sponsor, Alden Global Capital
LLC (“Alden Global”) or any other affiliate of the Sponsor or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such
loans may be convertible into warrants (the “Working Capital Warrants”) at a price of $1.00 per Working
Capital Warrant at the option of the lender;


 


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


 


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


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1, File No. 333-251833 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Offering Shares and the Public Warrants;


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


2.            Warrants.


 


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


 


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


 


2.3          Registration.


 


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


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In its sole discretion, the Company may instruct the Warrant Agent to deliver
to the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public Warrant
and (ii) definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board of the Company or the Chief Executive
Officer, Chief Financial Officer, Chief Legal Officer, Chief Operating Officer, Secretary or other principal officer of the Company.
In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.


 


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


 






    3


     


    

 


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


 


2.5          No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units, each of which is comprised of one share of Common Stock and one-half of one whole Public Warrant. If, upon the detachment
of the Public Warrants from the Units, the issuance of the Public Warrants, or otherwise, a holder of Warrants would be entitled
to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to
such holder.


 


2.6          Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be
identical to the Public Warrants, except that so long as they are held by original holders thereof or their Permitted Transferees
(as defined below), the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on
a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of the Initial Business Combination, and (iii) shall not be redeemable
by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the
Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement
Warrants or the Working Capital Warrants that, in each case, are held by the original holders of the Private Placement Warrants
or the Working Capital Warrants, as the case may be, or any of their Permitted Transferees may be transferred by the holders thereof
prior to that thirtieth day:


 


(a)          to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor, any affiliates of the Sponsor, including to funds affiliated with Alden Global, and to limited partners
of funds affiliated with Alden Global, provided that any such transfers to limited partners are made on a pro rata basis pursuant
to the organizational documents of such funds and internal allocation policy;


 


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


 


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


 






    4


     


    

 


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


 


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


 


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


 


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


 


(h)          in
the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property subsequent to the Company’s completion of the Initial Business Combination;


 


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


 


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


 


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


 


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


 


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


 


3.            Terms
and Exercise of Warrants.


 


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


 






    5


     


    

 


3.2          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (i) the date that is thirty (30) days after the completion of the Initial Business Combination or (ii) the
date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York
City time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes
the Initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s Amended and Restated
Certificate of Incorporation if the Company fails to complete the Initial Business Combination, and (z)  the Redemption Date
(as defined below) for such Warrant as provided in Section 6.3 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
in subsection 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available;
and provided, further, that the Underwriters may not exercise any Private Placement Warrant held by them at any time after the
fifth anniversary of the effective date of the Registration Statement. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to the Private Placement Warrants and the Working Capital Warrants, in each case,
then held by the original holders thereof or their Permitted Transferees in the event of a redemption pursuant to Section 6.1
hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant, in each case, then held by original
holders thereof or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof) not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the
duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days
prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
shall be identical in duration among all the Warrants.


 


3.3  
        Exercise of Warrants.


 


3.3.1       Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering
it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent (in the case of a Warrant in book-entry
form by causing the Warrant to be transferred to an account of the Warrant Agent at the Depositary designated for such purposes
in writing by the Warrant Agent to the Depositary from time to time), together with an election to purchase shares of Common Stock
properly completed and executed by the Registered Holder thereof on the reverse of the Warrant, or, in the case of a Warrant in
book-entry form, properly delivered by the applicable Participant in accordance with the Depositary’s procedures, and by
paying in full the Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance
of such shares of Common Stock, as follows:


 


(a)          in
lawful money of the United States, in good certified check or good bank draft or by wire transfer payable to the order of the Warrant
Agent;


 






    6


     


    

 


(b)          in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants to be exercised by a holder for that number of shares of Common Stock equal to the lesser of (A) the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess
of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Exercise Price by (y) the
Fair Market Value and (B) the product of 0.361 and the number of Warrants surrendered by such holder. Solely for purposes
of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall
mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading days immediately following
the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


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


 


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


 


(e)          as
provided in Section 7.4 hereof.


 


3.3.2       Issuance
of Shares of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Exercise Price (if payment is pursuant to subsection 3.3.1(a)) or the surrender of Warrants in connection
with a cashless exercise, the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate,
as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names
as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and
shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to
the Company’s satisfying its obligations under Section 7.4, or a valid exemption from registration is available.
No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant
unless the shares of Common Stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from
registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. The
Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.
If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the
nearest whole number, the number of shares of Common Stock to be issued to such holder.


 






    7


     


    

 


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 Exercise Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person
shall be deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on
which the share transfer books or book-entry system are open.


 


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


 






    8


     


    

 


4.            Adjustments.


 


4.1          Stock
Dividends.


 


4.1.1       Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights
offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


4.1.2       Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to all or substantially all holders of the Common Stock on account of such shares of Common
Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption
rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Offering
Shares in connection with the Company’s Initial Business Combination or to redeem 100% of the Offering Shares if the Company
does not complete the Initial Business Combination within 24 months from the closing of the Offering or with respect to any
other material provision relating to stockholder rights or pre-Initial Business Combination activity or (e) in connection
with the redemption of Offering Shares upon the failure of the Company to complete the Initial Business Combination and any subsequent
distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with
the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Exercise Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being
5% of the offering price of the Units in the Offering).


 






    9


     


    

 


4.2          Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.


 


4.3          Adjustments
in Exercise Price.


 


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


 


4.3.2       If
(x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for
shares of Common Stock for capital raising purposes in connection with the closing of the Initial Business Combination at an issue
price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in
good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into
account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common
Stock”), held by the Sponsor or its affiliates, prior to such issuance, and (ii) without taking into account the
transfer of shares of Class B Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender
to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of
the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock
during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the Exercise Price will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price under Section 6.1 hereof will be adjusted (to the nearest cent) to be equal to 180% of the higher of
the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price under Section 6.2 hereof
will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






    10


     


    

  


4.4          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par
value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided,
however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be
the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger
that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation
or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented
to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act
(or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the
meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4, provided, further, that if less than 70% of the consideration receivable by the holders
of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days
following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K
filed with the Commission, the Exercise Price shall be reduced by an amount (in dollars) (but in no event less than zero) equal
to the difference of (i) the Exercise Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration
(as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of
Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90-day
volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a
period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid
to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in
all other cases, the amount of cash per share of Common Stock, if any, paid to holders plus the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by
subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Exercise Price be reduced to less than
the par value per share issuable upon exercise of the Warrant.


 






    11


     


    

 


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


 






    12


     


    

 


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


 


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


 


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


 


4.9          No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of the Class B
Common Stock into shares of Common Stock pursuant to the Company’s amended and restated certificate of incorporation, as
amended from time to time.


 


5.            Transfer
and Exchange of Warrants.


 


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


 






    13


     


    

 


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


 


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


 


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


 


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


 


5.6          Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Public
Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6.1 shall have no effect
on any transfer of Public Warrants on and after the Detachment Date.


 


6.            Redemption.


 


6.1          Redemption
of Warrants When the Price Per Share of Common Stock Equals or Exceeds $18.00 Per Share. Subject to Section 6.5
hereof, at any time during the Exercise Period, the Company may, at its option, redeem all (and not part) of the outstanding Warrants
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that the last reported sale
price of the Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to
the date on which notice of the redemption is given and provided that there is an effective registration statement covering the
issuance of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the
exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b).


 






    14


     


    

 


6.2          Redemption
of Warrants When the Price Per Share of Common Stock Equals or Exceeds $10.00 Per Share. Subject to Section 6.5
hereof, at any time during the Exercise Period, the Company may, at its option, redeem all (and not part) of the outstanding Warrants
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.10 per Warrant, provided that the last reported sale price of the Common Stock has been at least
$10.00 per share (subject to adjustment in compliance with Section 4 hereof) on each of twenty (20) trading days
within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given and, provided that, if the last reported sale price of the Common Stock for any twenty (20) trading days within the
thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given
is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants
are also concurrently called for redemption at the same price as the outstanding Public Warrants. During the 30-day Redemption
Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to
exercise their Warrants on a “cashless basis” and receive a number of shares of Common Stock determined by reference
to the table below, based on the Redemption Date (as defined below) (calculated for purposes of the table as the period to expiration
of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole
Exercise”).


 


	 	 	Fair Market Value of Common Stock	 
	Redemption Date (period to

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



 


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


 






    15


     


    

 


The stock prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares of Common Stock
issuable upon exercise of a Warrant is adjusted pursuant to Section 4. If the number of shares of Common Stock issuable
upon exercise of a Warrant is adjusted pursuant to Section 4, the adjusted stock prices in the column headings shall
equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Exercise Price
after such adjustment and the denominator of which is the Exercise Price immediately prior to such adjustment. In such an event,
the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which
is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which
is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Exercise
Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.3.2, the adjusted stock prices in the
column headings shall equal the stock prices immediately prior to such adjustment multiplied by a fraction, the numerator of which
is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of
an adjustment pursuant to Section 4.1.2, the adjusted stock prices in the column headings shall equal the stock prices
immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment.
In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant
(subject to adjustment).


 


6.3          Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1
or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption
Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.4          Exercise
After Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance with
subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company
determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection
3.3.1(b), the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock
to be received upon exercise of the Warrants, including the definition of “Fair Market Value” (as such term is defined
in subsection 3.3.1(b) hereof) in such case. In connection with any redemption of the Warrants, the
Company shall provide the Registered Holders with the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) no later than one (1) Business Day after the ten (10) trading
day period referred to in such definition of “Fair Market Value.” On and after the Redemption Date, the Registered
Holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the applicable Redemption
Price.


 


6.5          Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section 6.1
hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such
Private Placement Warrants or Working Capital Warrants continue to be held by the original holders thereof or their Permitted Transferees.
However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to the original holders thereof
or Permitted Transferees in accordance with Section 2.7), the Company may redeem such Private Placement Warrants or
Working Capital Warrants pursuant to Section 6.1, provided that the criteria for redemption are met. Private Placement
Warrants or Working Capital Warrants that are transferred to persons other than the original holders thereof or Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under
this Agreement.


 






    16


     


    

 


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


 


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


 


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


 


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


 






    17


     


    

 


7.4          Registration
of Common Stock Underlying the Warrants; Cashless Exercise at Company’s Option.


 


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


 


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


 


8.            Concerning
the Warrant Agent and Other Matters.


 


8.1          Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 






    18


     


    

 






8.2           Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1            Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
ninety (90) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


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


 


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


 


8.3           Fees
and Expenses of Warrant Agent.


 


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


 


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


 






    19


     


    

 


8.4           Liability
of Warrant Agent.


 


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


 


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


 


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


 


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


 


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


 






    20


     


    

 


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 (i) if by email, when the email is sent, or (ii) when so delivered if
by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of
such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Oyster Enterprises Acquisition Corp.

300 Main Street

Stamford, Connecticut 06901

Attention: Heath B. Freeman

Email: HFreeman@aldenglobal.com


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Email: compliance@continentalstock.com


 


With a copy in each case to:


 


Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attn: Michael P. Heinz

Email: mheinz@sidley.com


 


and


 


Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attn: Jonathan Ko

Email: jonathanko@paulhastings.com


 


and


 


Imperial Capital, LLC

10100 Santa Monica Boulevard, Suite 2400

Los Angeles, California 90067

Attn: Peter Bennitt

Email: PBennitt@imperialcapital.com


 






    21


     


    

 


9.3           Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or
claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this Section 9.3 will not apply to suits brought to enforce any liability
or duty created by the Exchange Act or any other claim for which the federal courts of the United States of America have exclusive
jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice
of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within
the scope of the forum provisions above, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such
Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by
service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.


 


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


 


9.5           Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws
and keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such
information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 


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


 






    22


     


    

 


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


 


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


 


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


 


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


 


Exhibit A – Form of Warrant
Certificate


Exhibit B – Legend – Private
Placement Warrants


 


[Signature page follows]


 



    23


     


    

 


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


 


	 	OYSTER ENTERPRISES ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By: 	/s/ Heath B. Freeman
	 	 	 	Name: Heath B. Freeman
	 	 	 	Title: Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Warrant
	 	 	 
	 	 	 
	 	By:	/s/ Erika Young
	 	 	 	Name: Erika Young
	 	 	 	Title: Vice President


 


[Signature Page to
Warrant Agreement]


 






    


     


    




 


EXHIBIT A


 


Form of Warrant Certificate 


 


[FACE]


 


Number


 


Warrants


 




THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 




OYSTER ENTERPRISES ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP 69242M 112


 


Warrant Certificate


 


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


 


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


 






    A-1


     


    

 


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


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


 


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


 


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


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.


 



    A-2


     


    

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

	 	 	      
	 	 	     
	 	By:	      
	 	 	Name:
	 	 	Title:



 






    A-3


     


    

 



[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of January 19, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a
New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted.


 


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


 


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


 






    A-4


     


    

 


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


 






    A-5


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


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


 






    A-6


     


    

 


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


 


[Signature Page Follows]


 



    A-7


     


    

 


Date:                   , 20


 


	 	(Signature)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)



 


Signature Guaranteed:


 


	 	 



 


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


 






    A-8


     


    

 


EXHIBIT B

LEGEND


 


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


 


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


 






    B-1