Exhibit 4.4


 


COMPUTE
HEALTH ACQUISITION CORP.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


WARRANT
AGREEMENT


 


Dated
as of [●], 2021


 


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


 


WHEREAS,
the Company has entered into that certain Warrant Purchase Agreement with Compute Health Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 11,333,333 warrants
(or 12,833,333 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Company’s
Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Sponsor Warrants”) at a purchase
price of $1.50 per Sponsor Warrant;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such
loans made to the Company may be convertible into up to an additional 1,000,000 Sponsor Warrants at a price of $1.50 per Sponsor
Warrant;


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one share of Common Stock (as defined below) and one-quarter of one Public Warrant (as
defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 21,562,500
redeemable warrants (including up to 2,812,500 redeemable warrants subject to the Over-allotment Option) to public investors in
the Offering (the “Public Warrants” and, together with the Sponsor Warrants, the “Warrants”).
Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001
per share (“Common Stock”), for $11.50 per whole share, subject to adjustment as described herein. Only whole
warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


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


 






     


     


    




 


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


 


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


 


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


 


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


 


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



 


		2.	Warrants.



 


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



 


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



 


		2.3	Registration.



 


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



 






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


 


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


 


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



 


		2.4	Detachability
                                         of Warrants. The shares of Common Stock and Public Warrants comprising the Units
                                         shall begin separate trading on the 52nd day following the date of the Prospectus or,
                                         if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on
                                         which banks in New York City are generally open for normal business (a “Business
                                         Day”), then on the immediately succeeding Business Day following such date,
                                         or earlier (the “Detachment Date”) with the consent of Goldman Sachs
                                         & Co. LLC, 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 then received
                                         by the Company from the exercise by the underwriters of their right to purchase additional
                                         Units in the Offering (the “Over-allotment Option”), if the Over-allotment
                                         Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the
                                         Company issues a press release announcing when such separate trading shall begin.



 


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



 






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



 


		(a)	to
                                         the Company’s officers or directors, any affiliates or family members of any of
                                         the Company’s officers or directors, any members of the Sponsor, or any affiliates
                                         of the Sponsor or any employee or partner of any such affiliate;



 


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



 


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



 


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



 


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



 


		(f)	to
                                         the Company for no value for cancellation in connection with the consummation of its
                                         initial Business Combination;



 


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



 


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



 


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



 






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		3.	Terms
                                         and Exercise of Warrants.



 


		3.1	Warrant
                                         Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions
                                         of such Warrant and of this Agreement, to purchase from the Company the number of shares
                                         of Common Stock stated therein, at the price of $11.50 per whole share, subject to the
                                         adjustments provided in Section 4 hereof and in the last sentence of this Section
                                         3.1. The term “Warrant Price” as used in this Agreement shall
                                         mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless
                                         exercise,” to the extent permitted hereunder) described in the prior sentence at
                                         which shares of Common Stock may be purchased at the time a Warrant is exercised. The
                                         Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
                                         Date (as defined below) for a period of not less than fifteen (15) Business Days (unless
                                         otherwise required by the Commission, any national securities exchange on which the Warrants
                                         are listed or applicable law); provided, that the Company shall provide at least three
                                         (3) Business Days prior written notice of such reduction to Registered Holders of the
                                         Warrants and, provided further, that any such reduction shall be identical among all
                                         of the Warrants.



 


		3.2	Duration
                                         of Warrants. A Warrant may be exercised only during the period (the “Exercise
                                         Period”) (A) commencing on the later of: (i) the date that is thirty (30) days
                                         after the first date on which the Company completes a Business Combination, and (ii)
                                         the date that is twelve (12) months from the date of the closing of the Offering, and
                                         (B) terminating at the earlier to occur of: (w) 5:00 p.m., New York City time on the
                                         date that is five (5) years after the date on which the Company completes its initial
                                         Business Combination, (x) the liquidation of the Company in accordance with the Company’s
                                         amended and restated certificate of incorporation, as amended from time to time, if the
                                         Company fails to consummate a Business Combination, and (y) other than with respect to
                                         the Sponsor Warrants then held by the Sponsor or its Permitted Transferees with respect
                                         to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals
                                         or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
                                         Section 6.2 hereof, the Redemption Date (as defined below) as provided in Section
                                         6.3 hereof (the “Expiration Date”); provided, however,
                                         that the exercise of any Warrant shall be subject to the satisfaction of any applicable
                                         conditions, as set forth in subsection 3.3.2 below, with respect to an effective
                                         registration statement or a valid exemption therefrom being available. Except with respect
                                         to the right to receive the Redemption Price (as defined below) (other than with respect
                                         to a Sponsor Warrant then held by the Sponsor or its Permitted Transferees in connection
                                         with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals
                                         or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
                                         Section 6.2 hereof) in the event of a redemption (as set forth in Section 6
                                         hereof), each Warrant (other than a Sponsor Warrant then held by the Sponsor or its
                                         Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof
                                         or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment
                                         in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or
                                         before the Expiration Date shall become null and void, and all rights thereunder and
                                         all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York
                                         City time on the Expiration Date. The Company in its sole discretion may extend the duration
                                         of the Warrants by delaying the Expiration Date; provided that the Company shall
                                         provide at least twenty (20) days prior written notice of any such extension to Registered
                                         Holders of the Warrants and, provided further that any such extension shall be identical
                                         in duration among all the Warrants.



 






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		3.3	Exercise
                                         of Warrants.



 


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



 


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



 


		(b)	[Reserved];



 


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



 






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



 


		(e)	as
                                         provided in Section 7.4 hereof.



 


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



 


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



 


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



 






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		3.3.5	Maximum
                                         Percentage. A holder of a Warrant may notify the Company in writing in the event
                                         it elects to be subject to the provisions contained in this subsection 3.3.5;
                                         however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
                                         he, she or it makes such election. If the election is made by a holder, the Warrant Agent
                                         shall not 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 person (together with such person’s affiliates), to the Warrant
                                         Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% or such
                                         other amount as the holder may specify (the “Maximum Percentage”)
                                         of the shares of Common Stock outstanding immediately after giving effect to such exercise.
                                         For purposes of the foregoing sentence, the aggregate number of shares of Common Stock
                                         beneficially owned by such person and its affiliates shall include the number of shares
                                         of Common Stock issuable upon exercise of the Warrant with respect to which the determination
                                         of such sentence is being made, but shall exclude shares of Common Stock that would be
                                         issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
                                         owned by such person and its affiliates and (y) exercise or conversion of the unexercised
                                         or unconverted portion of any other securities of the Company beneficially owned by such
                                         person and its affiliates (including, without limitation, any convertible notes or convertible
                                         preferred stock or warrants) subject to a limitation on conversion or exercise analogous
                                         to the limitation contained herein. Except as set forth in the preceding sentence, for
                                         purposes of this paragraph, beneficial ownership shall be calculated in accordance with
                                         Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
                                         Act”). For purposes of the Warrant, in determining the number of outstanding
                                         shares of Common Stock, the holder may rely on the number of outstanding shares of Common
                                         Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K,
                                         Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with
                                         the Commission, as the case may be, (2) a more recent public announcement by the Company
                                         or (3) any other notice by the Company or the Company’s transfer agent setting
                                         forth the number of shares of Common Stock outstanding. For any reason at any time, upon
                                         the written request of the holder of the Warrant, the Company shall, within two (2) Business
                                         Days confirm orally and in writing to such holder the number of shares of Common Stock
                                         then outstanding. In any case, the number of issued and outstanding shares of Common
                                         Stock shall be determined after giving effect to the conversion or exercise of equity
                                         securities of the Company by the holder and its affiliates since the date as of which
                                         such number of issued and outstanding shares of Common Stock was reported. By written
                                         notice to the Company, the holder of a Warrant may from time to time increase or decrease
                                         the Maximum Percentage applicable to such holder to any other percentage specified in
                                         such notice; provided, however, that any such increase shall not be effective
                                         until the sixty-first (61st) day after such notice is delivered to the Company.



 






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		4.	Adjustments.



 


		4.1	Stock
                                         Dividends.



 


		4.1.1	Split-Ups.
                                         If after the date hereof, and subject to the provisions of Section 4.6 below,
                                         the number of issued and outstanding shares of Common Stock is increased by a stock dividend
                                         payable in shares of Common Stock, or by a split-up of shares of Common Stock or other
                                         similar event, then, on the effective date of such stock dividend, split-up or similar
                                         event, the number of shares of Common Stock issuable on exercise of each Warrant shall
                                         be increased in proportion to such increase in the issued and outstanding shares of Common
                                         Stock. A rights offering made to all or substantially all holders of shares of Common
                                         Stock entitling holders to purchase shares of Common Stock at a price less than the “Historical
                                         Fair Market Value” (as defined below) shall be deemed a stock dividend of a number
                                         of shares of Common Stock equal to the product of (i) the number of shares of Common
                                         Stock actually sold in such rights offering (or issuable under any other equity securities
                                         sold in such rights offering that are convertible into or exercisable for shares of Common
                                         Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common
                                         Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For
                                         purposes of this subsection 4.1.1, (i) if the rights offering is for securities
                                         convertible into or exercisable for shares of Common Stock, in determining the price
                                         payable for shares of Common Stock, there shall be taken into account any consideration
                                         received for such rights, as well as any additional amount payable upon exercise or conversion
                                         and (ii) “Historical 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 shares of Common Stock on account of such shares
                                         of Common Stock (or other shares of the Company’s capital stock into which the
                                         Warrants are convertible), other than (a) as described in subsection 4.1.1 above,
                                         (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
                                         of the holders of the shares of Common Stock in connection with a proposed initial Business
                                         Combination, (d) to satisfy the redemption rights of the holders of the shares of Common
                                         Stock in connection with a stockholder vote to amend the Company’s amended and
                                         restated certificate of incorporation (i) to modify the substance or timing of the Company’s
                                         obligation to allow redemptions in connection with its initial Business Combination or
                                         to redeem 100% of the Company’s public shares of Common Stock if the Company does
                                         not complete its initial Business Combination within the time period set forth therein
                                         or (ii) with respect to any other provision relating to the Company’s stockholders’
                                         rights or pre-initial Business Combination activity or (e) in connection with the redemption
                                         of public shares upon the failure of the Company to complete its initial Business Combination
                                         and any subsequent distribution of its assets upon its liquidation (any such non-excluded
                                         event being referred to herein as an “Extraordinary Dividend”), then
                                         the Warrant Price shall be decreased, effective immediately after the effective date
                                         of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as
                                         determined by the Company’s board of directors the “Board”, in good
                                         faith) of any securities or other assets paid on each share of Common Stock in respect
                                         of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
                                         Cash Dividends” means any cash dividend or cash distribution which, when combined
                                         on a per share basis, with the per share amounts of all other cash dividends and cash
                                         distributions paid on the shares of Common Stock during the 365-day period ending on
                                         the date of declaration of such dividend or distribution to the extent it does not exceed
                                         $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections
                                         of this Section 4 and excluding cash dividends or cash distributions that resulted
                                         in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable
                                         on exercise of each Warrant).



 






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



 


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



 


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



 






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		4.5	Replacement
                                         of Securities upon Reorganization, etc. In case of any reclassification or reorganization
                                         of the issued and outstanding shares of Common Stock (other than a change under Section
                                         4.1 or Section 4.2 hereof or that solely affects the par value of such shares
                                         of Common Stock), or in the case of any merger or consolidation of the Company with or
                                         into another corporation (other than a merger or consolidation in which the Company is
                                         the continuing corporation and that does not result in any reclassification or reorganization
                                         of the issued and outstanding shares of Common Stock), or in the case of any sale or
                                         conveyance to another corporation or entity of the assets or other property of the Company
                                         as an entirety or substantially as an entirety in connection with which the Company is
                                         dissolved, the holders of the Warrants shall thereafter have the right to purchase and
                                         receive, upon the basis and upon the terms and conditions specified in the Warrants and
                                         in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
                                         and receivable upon the exercise of the rights represented thereby, the kind and amount
                                         of shares of stock or other securities or property (including cash) receivable upon such
                                         reclassification, reorganization, merger or consolidation, or upon a dissolution following
                                         any such sale or transfer, that the holder of the Warrants would have received if such
                                         holder had exercised his, her or its Warrant(s) immediately prior to such event (the
                                         “Alternative Issuance”); provided, however, that (i)
                                         if the holders of the shares of Common Stock were entitled to exercise a right of election
                                         as to the kind or amount of securities, cash or other assets receivable upon such merger
                                         or consolidation, then the kind and amount of securities, cash or other assets constituting
                                         the Alternative Issuance for which each Warrant shall become exercisable shall be deemed
                                         to be the weighted average of the kind and amount received per share by the holders of
                                         the shares of Common Stock in such merger or consolidation that affirmatively make such
                                         election, and (ii) if a tender, exchange or redemption offer shall have been made to
                                         and accepted by the holders of the shares of Common Stock (other than a tender, exchange
                                         or redemption offer made by the Company in connection with redemption rights held by
                                         stockholders of the Company as provided for in the Company’s amended and restated
                                         certificate of incorporation or as a result of the repurchase of shares of Common Stock
                                         by the Company if a proposed initial Business Combination is presented to the stockholders
                                         of the Company for approval) under circumstances in which, upon completion of such tender
                                         or exchange offer, the maker thereof, together with members of any group (within the
                                         meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which
                                         such maker is a part, and together with any affiliate or associate of such maker (within
                                         the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members
                                         of any such group of which any such affiliate or associate is a part, own beneficially
                                         (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more
                                         than 50% of the issued and outstanding shares of Common Stock, the holder of a Warrant
                                         shall be entitled to receive as the Alternative Issuance, the highest amount of cash,
                                         securities or other property to which such holder would actually have been entitled as
                                         a stockholder if such Warrant holder had exercised the Warrant prior to the expiration
                                         of such tender or exchange offer, accepted such offer and all of the shares of Common
                                         Stock held by such holder had been purchased pursuant to such tender or exchange offer,
                                         subject to adjustments (from and after the consummation of such tender or exchange offer)
                                         as nearly equivalent as possible to the adjustments provided for in this Section 4;
                                         provided, further, that if less than 70% of the consideration receivable
                                         by the holders of the shares of Common Stock in the applicable event is payable in the
                                         form of common stock in the successor entity that is listed for trading on a national
                                         securities exchange or is quoted in an established over-the-counter market, or is to
                                         be so listed for trading or quoted immediately following such event, and if the Registered
                                         Holder properly exercises the Warrant within thirty (30) days following the public disclosure
                                         of the consummation of such applicable event by the Company pursuant to a Current Report
                                         on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
                                         (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such
                                         reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event
                                         less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
                                         Warrant Value” means the value of a Warrant immediately prior to the consummation
                                         of the applicable event based on the Black-Scholes Warrant Model for a Capped American
                                         Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
                                         For purposes of calculating such amount, (1) Section 6 of this Agreement shall
                                         be taken into account, (2) the price of each share of Common Stock shall be the volume
                                         weighted average price of the Common Stock as reported during the ten (10) trading day
                                         period ending on the trading day prior to the effective date of the applicable event,
                                         (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function
                                         on Bloomberg determined as of the trading day immediately prior to the day of the announcement
                                         of the applicable event and (4) the assumed risk-free interest rate shall correspond
                                         to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
                                         Share Consideration” means (i) if the consideration paid to holders of the
                                         shares of Common Stock consists exclusively of cash, the amount of such cash per share
                                         of Common Stock, and (ii) in all other cases, the volume weighted average price of the
                                         Common Stock as reported during the ten (10) trading day period ending on the trading
                                         day prior to the effective date of the applicable event. If any reclassification or reorganization
                                         also results in a change in shares of Common Stock covered by subsection 4.1.1,
                                         then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2,
                                         4.3, 4.4 and this Section 4.5. The provisions of this Section
                                         4.5 shall similarly apply to successive reclassifications, reorganizations, mergers
                                         or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
                                         to less than the par value per share issuable upon exercise of such Warrant.



 






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



 


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



 


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



 


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



 


		5.	Transfer
                                         and Exchange of Warrants.



 


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



 






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



 


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



 


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



 


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



 


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



 


		6.	Redemption.



 


		6.1	Redemption
                                         of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of
                                         the outstanding Warrants may be redeemed, at the option of the Company, at any time during
                                         the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
                                         Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price
                                         of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00
                                         per share (subject to adjustment in compliance with Section 4 hereof) and (b)
                                         there is an effective registration statement covering the issuance of the shares of Common
                                         Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
                                         available throughout the 30-day Redemption Period (as defined in Section 6.3 below).



 






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






 





	Redemption Date (period to	 	Redemption Fair Market Value of shares of Common Stock (period to expiration of warrants)	 
	expiration of the 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	 




 






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


 


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


 


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



 






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



 


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



 


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



 


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



 


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



 






    16


     


    




 


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



 


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



 


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



 






    17


     


    




 


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



 


		8.	Concerning
                                         the Warrant Agent and Other Matters.



 


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



 


		8.2	Resignation,
                                         Consolidation, or Merger of Warrant Agent.



 


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



 






    18


     


    




 


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



 


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



 


		8.3	Fees
                                         and Expenses of Warrant Agent.



 


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



 


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



 


		8.4	Liability
                                         of Warrant Agent.



 


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



 






    19


     


    




 


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



 


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



 


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



 


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



 






    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 when delivered if by hand or overnight delivery or if sent by trackable mail or
                                         private courier service when sent, addressed (until another address is filed in writing
                                         by the Company with the Warrant Agent), as follows:



 


Compute
Health Acquisition Corp.


1105
North Market Street, Suite 1300


Wilmington,
DE 19801

Attention: Joshua Fink


 


with
a copy to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP


525
University Avenue, Suite 1400


Palo
Alto, California 94301


Attn:
Gregg Noel


 


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


 


Continental
Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


		9.3	Applicable
                                         Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
                                         and of the Warrants shall be governed in all respects by and construed in accordance
                                         with the laws of the State of New York (without giving effect to conflict of law principles
                                         that would result in the application of the substantive laws of another jurisdiction),
                                         including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations
                                         Law and New York Civil Practice Laws and Rule 327(b). The Company hereby agrees that
                                         any action, proceeding or claim against it arising out of, or otherwise based on, this
                                         Agreement, 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.



 






    21


     


    




 


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 district courts of the United States of America are the sole and
exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice
of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within
the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United
States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder,
such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
within the State of New York or the United States District Court for the Southern District of New York in connection with any
action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign
action as agent for such warrant holder.


 


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



 


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



 


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



 


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



 


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



 


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



 


Exhibit
A Form of Warrant Certificate


 


Exhibit
B Legend


 




    22


     


    

 


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


 


	 	COMPUTE HEALTH ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	Joshua Fink
	 	 	Title:	Co-Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


[Signature Page to Warrant Agreement]





 




    23


     


    

 


EXHIBIT
A


 


Form
of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


COMPUTE
HEALTH ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP


 


Warrant
Certificate


 


This
Warrant Certificate certifies that                             , or registered assigns, is the registered holder of                        
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of
Class A common stock, $0.0001 par value per share (“Common Stock”), of Compute Health 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 Warrant, a holder would be entitled to receive a fractional interest
in a share, the Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to
be issued to the holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 





	 	COMPUTE HEALTH ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	
	 	 	Title:	
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS
    WARRANT AGENT
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





 







    A-1


     


    




 


[Form
of Warrant Certificate]


 


[Reverse]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    A-2


     


    




 


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 Compute Health Acquisition Corp. (the
“Company”) in the amount of $                                   in
accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in
the name of                                        ,
whose address is                                 and
that such shares of Common Stock be delivered to whose address is                                       .
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the
name of                                      ,
whose address is                                        ,
and that such Warrant Certificate be delivered to                           
, whose address is                                        .








 


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


 


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


 


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


 





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







 


	

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


 


Signature
Guaranteed:







	 	 




 




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


 




    A-3


     


    

 


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 COMPUTE HEALTH ACQUISITION CORP. (THE
“COMPANY”), COMPUTE HEALTH SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS
INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS.


 


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


 


 


B-1