Exhibit 4.4


 


WARRANT AGREEMENT


 


between


 


GROUP NINE ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [ ● ], 2021, is by and between Group Nine 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 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-third of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver 6,666,666 redeemable warrants (or up to 7,666,666 redeemable
warrants to the extent the Over-allotment Option (as defined below) is exercised) to investors in the Offering (the “Public
Warrants”); and


 


WHEREAS, the Company has entered into that
certain Private Placement Warrants Purchase Agreement with Group Nine SPAC LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to which the Sponsor has agreed to purchase an aggregate of 2,600,000 warrants (or 2,840,000 warrants if the Over-allotment
Option is exercised in full) (the “Private Placement Warrants”) simultaneously with the closing of the Offering
(and the closing of the Over-allotment Option, if applicable) at a purchase price of $1.50 per Private Placement Warrant, with
each Private Placement Warrant bearing the legend set forth in Exhibit B hereto; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial 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 may be convertible into up to an additional 1,000,000
Private Placement Warrants at a price of $1.50 per warrant (the “Working Capital Warrants” and, collectively
with the Public Warrants and the Private Placement Warrants, the “Warrants”);
and


 


WHEREAS, 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 Warrants
will not be able to exercise any fraction of a Warrant; and


 


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 (such shares, the “Offering Shares”); and


 






    	 	 	 



     


    

 


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; and


 


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


 


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


 


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


 


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


 


2.            Warrants.


 


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


 


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


 


2.3          Registration.


 


2.3.1        Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be issued in book-entry
form through the facilities of The Depository Trust Company (the “Depositary”) and registered in the name of
Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the
transfer of such ownership shall be effected through, records maintained by institutions that have accounts with the Depositary
(each 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 deliver to the Depositary (i) written instructions
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant and (ii) definitive certificates in physical form
evidencing such Warrants (“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 Company’s board of directors (the “Board”)
or the Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the
person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.


 


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


 


2.4          Detachability of 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 a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal
business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier
with the consent of Barclays Capital Inc. and Code Advisors LLC, as representatives of the several underwriters (the “Detachment
Date”), but in no event shall the shares of Common Stock and the Public Warrants comprising the Units be separately traded
until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the
exercise by the underwriters of the Offering of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the
Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading
shall begin.


 


2.5          No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the
Units. If, upon the detachment of Public Warrants from 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          Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital
Warrants shall be identical to the Public Warrants, except that so long as they are held by the original holders thereof or any
of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Working Capital 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 such 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; provided, however, that in the case of clause (ii), the Private Placement Warrants,
Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants or Working Capital
Warrants that, in each case are held by the original holders thereof or any of their Permitted Transferees may be transferred
by the holders thereof prior to that thirtieth day:


 


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


 


(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 individual, 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 initial Business Combination
at prices no greater than the price at which the applicable Warrants or the shares of Common Stock, as the case may be, were originally
purchased;


 


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


 


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


 


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


 


provided, however, that in the case of clauses
(a) through (g), 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 the letter agreement (defined in the
Prospectus) between Company and its initial stockholders.


 






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2.7          Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.
Except as expressly provided herein or the context otherwise requires, the Working Capital Warrants shall be treated as Private
Placement warrants under this Agreement.


 


3.             Terms
and Exercise of Warrants.


 


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


 


3.2          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the
later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”) and (ii) the date that is twelve (12) months from the date of the closing of the
Offering, and terminating at the earliest to occur of: (x) 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, (y) the liquidation of the Company, if the Company fails
to complete a Business Combination, and (z) the Redemption Date (as defined below) for such Warrant as provided in Section 6.3
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall
be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to
an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive
the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant held
by the original holders thereof or any of their Permitted Transferees in connection with a redemption pursuant to Section 6.1
hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement
Warrant or a Working Capital Warrant held by the original holders thereof or their Permitted Transferees, in the event of a redemption
pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become 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 Compliance 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) payment in full of the Warrant Price for each
full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as
follows:


 


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


 


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


 


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


 


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


 






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(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 full
shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it,
and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for
the number of shares of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the
Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of
Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Common
Stock is available, subject to the Company’s satisfying its obligations under Section 7.4, or such Warrant may
be exercised on a “cashless basis” in accordance with the terms of this Agreement. No Warrant shall be exercisable
and the Company shall not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of
the shares upon such exercise is registered or qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle
the Warrant exercise. The Company may require holders of Public Warrants to settle their Public Warrants 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 holder (together with such holder’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 such holder may specify) (the
 “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such
holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such holder and its
affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such holder and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may
rely on the number of outstanding shares of Common Stock as reflected in (A) 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, (B) a more recent public announcement by the Company or (C) any other notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such
holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and
its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such
holder to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the
Company.


 





 


4.            Adjustments.


 


4.1         Stock
Dividends.


 


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


 






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


 


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


 






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4.3          Adjustments in Exercise Price.


 


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


 


4.3.2       
If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable
for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an
issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price
to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”),
held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii)
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of
redemptions), and (iii) the volume-weighted average trading price of the Common Stock during the 20-trading day period starting
on the trading day after the closing of the initial Business Combination (such price, the “Market Value”) is
below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the
Market Value and the New Issuance Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2
and Section 6.1, respectively, will be adjusted (to the nearest cent) to 100% and 180%, respectively, of the higher of the Market
Value and the New Issuance Price.


 






    	 	 10	 



     


    

 


4.4           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or
that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the
Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or
in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale
or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance” ); provided, however, that (i)
if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by
the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with
redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate
of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business
Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of
such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of Common Stock in the applicable event is payable in
the form of common equity in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the
consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the
Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to
such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a
Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6
of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted
average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from
the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the
applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period
equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid
to holders of the shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and
(ii) in all other cases, the volume weighted average price of the shares of Common Stock as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or
reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such
adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value
per share issuable upon exercise of the Warrant.


 






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


 


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


 


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


 


4.8          Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm
of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by
the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 






    	 	 12	 



     


    

 


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


 


5.            Transfer
and Exchange of Warrants.


 


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


 


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


 


5.3           Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would
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.


 






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6.             Redemption.


 


6.1           Redemption
of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00. Subject to Section 6.5 hereof,
at any time while the Warrants are exercisable and prior to their expiration, the Company may, at its option, redeem all (and
not part) of the outstanding Warrants, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant,
provided (i) that the last reported sale price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in
compliance with Section 4 hereof), 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 and (ii) that there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to
require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2           Redemption
of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00. Subject to Section 6.5 hereof,
at any time while the Warrants are exercisable and prior to their expiration, the Company may, at its option, redeem all (and
not part) of the outstanding Warrants, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided (i) that the last reported
sale price of the Common Stock equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4
hereof), 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, (ii) if the last reported sale price of the Common Stock is less than
$18.00 (subject to adjustment in compliance with Section 4 hereof) 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, the Private
Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants and (iii)
there is an effective registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the
30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” and receive a number of shares of Common Stock determined
by reference to the table below, based on the Redemption Date (as defined below) (calculated for purposes of the table as the
period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in this Section 6.2)
(a “Make-Whole Exercise”). Solely for purposes of this Section
6.2, “Fair Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the
ten (10) trading days immediately following the date on which 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 Fair Market Value no later than one (1) Business Day after the ten (10) trading day period
described above ends.


 






    	 	 14	 



     


    

 


	 	 	Fair Market Value of Common Stock	 
	Redemption

 Date (period

 to expiration

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



 


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


 


The stock prices set forth in the
column headings of the table above shall be adjusted as of any date on which the number of shares of Common Stock issuable
upon exercise of a Warrant is adjusted pursuant to Section 4.1 or Section 4.2. In such an event, the
number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which
is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of
which is the number of shares deliverable upon exercise of a Warrant as so adjusted. 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
Warrant Price is adjusted (i) pursuant to Section 4.3.2, the adjusted share prices set forth in the column headings of
the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the New
Issuance Price and the denominator of which is $10.00 and (ii) in the case of an adjustment pursuant to Section
4.1.2, the adjusted share prices set forth in the column headings of the table above shall equal the unadjusted share
price less the decrease in the Warrant Price of a Warrant pursuant to such exercise price adjustment. In no event will the
number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to
adjustment).


 






    	 	 15	 



     


    

 


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


 


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


 


6.5           Exclusion of Private Placement Warrants and Working Capital Warrants.


 


6.5.1       
The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private
Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or Working
Capital Warrants continue to be held by the original holders thereof or their Permitted Transferees. However, once such Private
Placement Warrants or Working Capital Warrants are transferred (other than to the original holders thereof or Permitted Transferees
in accordance with Section 2.6), the Company may redeem such Private Placement Warrants or Working Capital Warrants
pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the
holder of such Private Placement Warrants or Working Capital Warrants to exercise such Private Placement Warrants or Working Capital
Warrants prior to redemption pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants that
are transferred to persons other than the original holders thereof or Permitted Transferees shall upon such transfer cease to be
Private Placement Warrant or Working Capital Warrants, respectively, and shall become Public Warrants under this Agreement.


 


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


 


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


 






    	 	 16	 



     


    





 


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


 


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


 


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


 


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


 


8.             Concerning
the Warrant Agent and Other Matters.


 


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


 


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


 


8.3            Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4            Liability
of Warrant Agent.


 


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


 


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


 






    19


     


    

 


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.


 


9.             Miscellaneous
Provisions.


 


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


 


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


 






    20


     


    

 


Group Nine Acquisition Corp.


568 Broadway


Floor 10


New York, New York 10012

Attention: Sean Macnew


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


With a copy in each case to:


 


Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attn: J. Peyton Worley, Ian D. Schuman




Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, DC 20004

Attn: Shagufa Hossain


 


and


 


Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attn: Michael P. Heinz


 


and


 


Barclays Capital Inc.

745 Seventh Avenue


New York, New York 10019

Attn: Syndicate Registration


 


CODE Advisors LLC

921 Front Street


San Francisco, California 94111

Attn: General Counsel


 






    21


     


    

 


9.3            Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and
enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the
provisions of this 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 have exclusive jurisdiction. Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of
the forum provisions above, is filed in a court other than a court 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 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 or
corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holders of the Warrants.


 


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


 


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


 


9.7            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 curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other
modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period and any amendment to the terms of only the Private Placement Warrants and/or Working Capital Warrants, shall require
the vote or written consent of the Registered Holders of 65% of the then outstanding Public 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.


 






    22


     


    

 


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.


 






    23


     


    

 


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


 


		GROUP NINE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name: 	Sean Macnew
	 	Title:	Chief Financial Officer



 





		CONTINENTAL STOCK TRANSFER &

                                                  TRUST COMPANY, as Warrant Agent

	 	 	 
	 	By:	 
	 	Name: 	
	 	Title:	                


 






    


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


GROUP NINE 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 Group Nine 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. The number of shares of Common Stock issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per share. If, upon the exercise of Warrants, a holder would be entitled to receive
a fractional interest in a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number the number
of shares of Common Stock to be issued to the Warrant holder. The Exercise Price is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.


 






    A-1


     


    

 


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


 


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


 


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


 


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


 





		GROUP NINE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name: 	
	 	Title:	                  


 





		CONTINENTAL STOCK TRANSFER &

                                                  TRUST COMPANY, as Warrant Agent

	 	 	 
	 	By:	 
	 	Name: 	
	 	Title:	                  


 






    A-2


     


    

 


Form of Warrant Certificate


 


[Reverse]


 


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


 


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


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (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. 


 


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


 






    A-3


     


    

 


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


 


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


 






    A-4


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


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


 


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


 






    A-5


     


    

 


[Signature Page Follows]


 






    A-6


     


    

 





	Date:                    , 20	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)



 


Signature Guaranteed:


 


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


 






    A-7


     


    

 





EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED HEREBY 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 GROUP NINE ACQUISITION CORP. (THE “COMPANY”), GROUP NINE SPAC LLC AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH
THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT BETWEEN THE COMPANY AND
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”)) 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 CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE
ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


No. Warrants


 






    B-1