Exhibit 4.4


 


THUNDER
BRIDGE CAPITAL PARTNERS III INC.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


WARRANT
AGREEMENT


 


Dated
as of _____, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2021 is by and between Thunder Bridge Capital Partners
III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (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-fourth of one redeemable Public Warrant
(as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 8,625,000
warrants (including up to 1,125,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the
Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”).
Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001
per share (“Common Stock”), for $11.50 per whole share, subject to adjustment as described herein. Only whole
warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS,
on _____, 2021 the Company entered into that certain Private Placement Units Purchase Agreement, with TBCP III, LLC, a Delaware
limited liability company (“Sponsor”), pursuant to which Sponsor will purchase an aggregate of up to 775,000
Units; or up to 865,000 Units if the Over-allotment Option (as defined below) is exercised) simultaneously with the closing of
the Offering (and the closing of the Over-allotment Option) (as defined below), if applicable), bearing the legend set forth in
Exhibit B hereto (“Private Placement Units”), such Private Placement Units containing 193,750 warrants (or
up to 216,250 warrants if the Over-allotment Option (as defined below) is exercised in full; such warrants, the “Private
Placement Warrants”);


  


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended Business Combination, the Sponsor or
affiliates 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 may be convertible into up to an additional 150,000 Private Placement
Units of the post Business Combination entity at a price of $10.00 per Private Placement Unit, and in connection therewith, will
issue and deliver up to an aggregate of 37,500 Private Placement Warrants;


  


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-252109 and prospectus (the “Prospectus”), for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the shares of Common
Stock included in the Units;


 


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


 


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


 


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


 






     


     


    




 


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


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express 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. Warrants may be represented by one or more physical
definitive certificates or by book entry.


 


2.2 Effect
of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent,
either by manual or facsimile signature, 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 in book-entry form, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more book entry certificates deposited with the Depository and registered in the name of a nominee of the Depositary
(as defined below). 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 (i) the Depositary or its nominee for each book-entry certificate or (ii) institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to
a Warrant in its account, a “Participant”).


 


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


 


The
physical definitive certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board,
Chief Executive Officer, Chief Financial Officer, the President or the 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 definitive 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.


 






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


 


2.5 Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one
share of Common Stock and one-fourth of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number
the number of Warrants to be issued to such holder.


 


2.6 Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised
on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not
be redeemable by the Company (except as set forth in Section 6, below); provided, however, that
in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees,
as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(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 public stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property subsequent to the completion of the initial Business Combination;


 


provided,
however, that in the case of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement(s) with the Company agreeing to be bound by the transfer and other restrictions in this Agreement
and any other agreements between the transferor and the Company relating to those Private Placement Warrants.


 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per 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 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 (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable
law), provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered
Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on
the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange,
asset acquisition, share purchase, reorganization or similar transaction, 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 (B) terminating at 5:00 p.m., New York City time on the earlier to occur of: (w) the date that is five (5) years after the
date on which the Company completes its initial Business Combination, (x) the liquidation of the Company in accordance with the
Company’s certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business Combination,
and (y) other than with respect to the Private Placement Warrants, the Redemption Date (as defined below) as provided in Section
6.2 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. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant, except as set forth in Section 6 below) in the
event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant
in the event of a redemption, except as set forth in Section 6 below) not exercised on or before the Expiration
Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants, and, provided further that any such extension shall be identical
in duration among all the Warrants.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering
it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together with (i) an election to purchase
form, duly executed, electing to exercise such Warrant; and (ii) 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:


 






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











 


(b)
[reserved]


 


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


 


(d)
  on a cashless basis, as provided in Section 6.5 hereof with respect to a Make-Whole Exercise; or


 


(e)
 on a cashless basis, as provided in Section 7.4 hereof.


 


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


 


3.3.2 Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common
Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing and subject to the Company’s
satisfying its obligations under Section 7.4, 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 Common Stock underlying the Public Warrants is then effective and a prospectus
relating thereto is current, or a valid exemption from registration is available. No Warrant shall be exercisable and the Company
shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon
such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise
such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public
Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Subject
to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only
for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle the exercise of any
Warrant. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to 
Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall
round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 






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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 at the close of business on the next succeeding date on which
the share transfer books or book entry system are open.


 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect
the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates or any other person subject to
aggregation with such person for purposes of the “beneficial ownership” test under Section 13 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or any “group” (within the meaning of Section 13
of the Exchange Act) of which such person is or may be deemed to be a part) to the Warrant Agent’s actual knowledge, would
beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation
under Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such
higher percentage would be) in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person, its affiliates or any such other person or group
shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the
Warrant, in determining the number of issued and outstanding Common Stock, the holder may rely on the number of issued and outstanding
Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Common Stock issued and outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Stock
Dividends.


 


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


 


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


 


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 Warrant Price.


 


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


 


4.3.2
If (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 Company’s initial stockholders or their
affiliates, without taking into account any founder shares or warrants held by such holder or affiliates, as applicable) (the
“New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the
total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the
consummation thereof (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 prior to the day on which the Company consummates the initial Business Combination
(such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest
cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price, the $18.00 per share redemption trigger
price described in Section 6.1 and Section 6.5 shall be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described
in Section 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price.


 


4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company into another type of entity (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 shares of Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such 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 shares of 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 shares of Common Stock (other than a tender, exchange
or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for
in the Company’s amended and restated certificate of incorporation or as a result of the repurchase of shares of Common
Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and
together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor
rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder
of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior
to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such
tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of the shares of Common Stock in the applicable event is
payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is
quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,
and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price in effect prior to such
reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below) (which amount determined under this clause (ii) shall not be less than zero). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant
Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common
Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders
of the shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all
other cases, the amount of cash per share of Common Stock, if any, paid to holders plus the volume-weighted average price of the
Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and
this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the 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; provided, however, that no adjustment to the number of shares of Common Stock issuable upon
exercise of a Warrant shall be required until cumulative adjustments amount to 1% or more of the number of shares of Common Stock
issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments that
are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such
carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried
forward adjustments) would result in a change of at least 1% in the number of shares of Common Stock issuable upon exercise of
a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 in
connection with which an adjustment is made to the Warrant Price or the number of shares of Common Stock issuable upon exercise
of a Warrant, 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 the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that
an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances
shall the Warrants be adjusted pursuant to this Section 4.8(ii) as a result of any issuance of securities in connection with a
Business Combination or solely as a result of an adjustment to the conversion ratio of the Company’s Class B common stock,
$0.0001 par value per share, into Common Stock. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


5. Transfer
and Exchange of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, 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. In the case
of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request. 


 


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


 






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


 


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


 


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


 


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


 


6. Redemption.


 


6.1 Redemption
of Warrants for Cash. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of
the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below,
at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sale price of the Common
Stock reported has equaled or exceeded $18.00 per share (subject to adjustment in compliance with Section 4 hereof)
on any twenty (20) trading days within the thirty (30) trading-day period commencing no earlier than the date the warrants become
exercisable and ending on the third trading day prior to the date on which notice of the redemption is given and provided that
there is an effective registration statement covering the 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 6.2 below).


 


6.2 Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section
6.1 or Section 6.5, the Company shall fix a date for the redemption (the “Redemption Date”). Notice
of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (such 30-day period, the “Redemption Period”) to the Registered Holders of the Warrants to
be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or, at the holder’s election, on a “cashless
basis” in accordance with Section 6.5 hereof) at any time after notice of redemption pursuant to Section 6.1 or 6.5
hereof, as applicable, shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


 


6.4 Exclusion
of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall
not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held
by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other
than to Permitted Transferees under subsection 2.6), the Company may redeem the Private Placement Warrants, provided
that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise
the Private Placement Warrants prior to redemption pursuant to Section 6.1 or 6.5. Private Placement Warrants
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants
and shall become Public Warrants under this Agreement.


 






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6.5. Redemption
of Warrants for $0.10. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at
any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.2 above, at a Redemption Price of $0.10 per Warrant, provided that
(i) the last sale price of the Common Stock reported has equaled or exceeded $10.00 per share (subject to adjustment in compliance
with Section 4 hereof), on any twenty (20) trading days within the thirty (30) trading-day period commencing no earlier
than the date the warrants become exercisable and ending on the third trading day prior to the date on which notice of the redemption
is given and (ii) unless the last sale price of the Common Stock reported has equaled or exceeded $18.00 per share (subject to
adjustment in compliance with Section 4 hereof) on any twenty (20) trading days within the thirty (30) trading-day
period commencing no earlier than the date the warrants become exercisable and 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. During the 30-day Redemption Period in connection with a redemption pursuant to
this Section 6.5, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table
below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the
“Redemption Fair Market Value” (as such term is defined in this Section 6.5) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.5, the “Redemption Fair Market Value” shall mean the volume-weighted
average price of the Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant
to this Section 6.5 is sent to the Registered Holders. In connection with any redemption pursuant to this Section
6.5, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business
Day after the ten (10) trading day period described above ends.


 


 


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


 






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


 


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


 


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


 


7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen,
mutilated or destroyed, and countersigned by the Warrant Agent. 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. Warrant Agent may, at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof
without such indemnity.


 


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


 






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


 


7.4.1 Registration
of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants.
The Company shall use its best efforts to cause the same to become effective by the 60th Business Day following the closing of
the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement
has not been declared effective by the 60th Business Day following the closing of the initial Business Combination, holders of
the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the initial Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance
with Section 3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number of shares of Common
Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price
by (y) the Fair Market Value and (B) 0.361 per Warrant. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending
on the third trading day prior to the date that notice of exercise is sent to 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 (and
has not been during the preceding three months) an affiliate (as such term is defined in Rule 144 under the Securities Act (or
any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall
continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 


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


 


8. Concerning
the Warrant Agent and Other Matters.


 


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


 






    13


     


    




 


8.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
ninety (90) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his 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 authorized
under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 


8.3 Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4 Liability
of Warrant Agent.


 


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


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against
any and all liabilities, including judgments, 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, or its representatives’, gross negligence,
willful misconduct, bad faith or material breach of this Agreement.


 






    14


     


    




 


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 the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous
Provisions.


 


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


 


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:


 


Thunder
Bridge Capital Partners III Inc.


9912
Georgetown Pike

Suite D203

Great Falls, Virginia 22066Attention: Gary Simanson


 


with
a copy to (which shall not constitute notice):


 


Ellenoff
Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention: Stuart Neuhauser, Esq.



 






    15


     


    




 


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, NY 10004


Attention:
Compliance Department


 


in
each case, with copy to:


 


Ropes
& Gray LLP

1211 6th Ave

New York, New York 10036


Attention:
Paul Tropp, Esq. 


9.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by 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 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 forum for any such action, proceeding or claim. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


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


 


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


 


9.5 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.


 


9.6 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s
Warrant for inspection by the Warrant Agent.


 


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


 


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


 






    16


     


    




 


9.9 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, 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 shall require the vote or written consent
of the Registered Holders of at least a majority of the number of the then outstanding Public Warrants and, with respect to any
amendment that solely affects the terms of the Private Placement Warrants or any provision of this Agreement solely with respect
to the placement warrants, at least a majority of the number of then-outstanding Private Placement Warrants. Notwithstanding the
foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


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


 


Exhibit
A   Form of Warrant Certificate


 


Exhibit
B Legend — Private Placement Warrants


 




    17


     


    

 


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


  


	 	THUNDER BRIDGE CAPITAL PARTNERS
    III INC.
	 	 
	 	By:	 
	 	 	Name: Gary Simanson
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 


  


[SIGNATURE PAGE TO WARRANT AGREEMENT]




 




    18


     


    

 


EXHIBIT
A


 


Form
of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT
DESCRIBED BELOW


 


Thunder
Bridge Capital Partners III Inc.

Incorporated Under the Laws of the State of Delaware


 


CUSIP
88605T 118


 


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 Thunder Bridge Capital Partners III Inc., a Delaware corporation (the
“Company”). Each whole 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 “Warrant 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 Warrant Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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





 




    A-1


     


    




 


[Form
of Warrant]


 


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


 


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


 


	THUNDER BRIDGE CAPITAL PARTNERS
    III INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Form
of Warrant]


 




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


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the designated 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. If, upon exercise of a Warrant,
the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise,
round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


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


 


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


 


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


 




    A-3


     


    




 


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 Thunder Bridge Capital Partners III Inc. (the
“Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that
a certificate for such shares of Common Stock be registered in the name of _________, whose address is _______________________
and that such shares of Common Stock be delivered to _________ whose address is _______________________. If said number of shares
of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ____________, whose
address is ________________, and that such Warrant Certificate be delivered to __________, whose address is ___________________.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant
Agreement and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the
number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.5 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 subsection 3.3.1(c) or Section
6.5 of the Warrant Agreement, as applicable.


 


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


 


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


 


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


 


	Date:	(Signature)
	 	 
	 	(Address)


 


(Tax
Identification Number)


 


Signature
Guaranteed:


 


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


  




    A-4


     


    




 


EXHIBIT
B


 


LEGEND


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT
TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG THUNDER BRIDGE CAPITAL PARTNERS III INC.
(THE “COMPANY”), TBCP III LLC AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON
WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO
BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


 


B-1