Exhibit
10.1


 


PRIVATE
PLACEMENT UNITS PURCHASE AGREEMENT 


 


THIS
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), dated as of March 10, 2021, is entered into by and between Frontier Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), and Frontier Acquisition Sponsor LLC, a Cayman Islands
limited liability company (the “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of
$11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange
Commission (the “SEC”), File Number 333-253264 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS,
the Purchaser has agreed to purchase an aggregate of 600,000 units (and up to 660,000 additional units if the underwriters in
the Public Offering exercise their option to purchase additional units in full) (the “Private Placement Units”),
each Private Placement Unit, including an aggregate of 150,000 private placement warrants (the “Private Placement
Warrants”) (or up to 165,000 Private Placement Warrants if the underwriters exercise their option to purchase additional
units in full) and 600,000 Shares (or up to 660,000 Shares if the underwriters exercise their option to purchase additional units
in full).


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT



 


Section
1. Authorization, Purchase and Sale; Terms of the Private Placement Units.


 


A.
Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement
Units, including the Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.


 


B.
Purchase and Sale of the Private Placement Units.


 


(i)
On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 600,000 Private Placement Units at a price of $10.00
per Private Placement Unit for an aggregate purchase price of $6,000,000 (the “Purchase Price”). The
Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000
to the Company at a financial institution to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case
in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the
IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall
deliver a certificate evidencing the Private Placement Units purchased on such date duly registered in the Purchaser’s name
to the Purchaser or effect such delivery in book-entry form.


 


(ii)
On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”,
and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 60,000 Private Placement Units (or,
to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Units in
proportion to portion of the option that is exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase
price of up to $6,600,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase
Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account,
at least one (1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant
to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units
purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.



     


     


    




C.
Terms of the Private Placement Units.


 


(i)
The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the
Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of
the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the
completion of the Company’s initial business combination (the “Business Combination”) so long
as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration
of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement
(as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.


 


(ii)
Each Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to
be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant
Agreement”).


 


(iii)
On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration
and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants
and the Private Placement Units.


 


Section
2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and
purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:


 


A.
Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the
Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Warrant Agreement.


 


B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Units, including the Shares and the Private
Placement Warrants included in the Private Placement Units, have been duly authorized by the Company as of the Closing Date. This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Units
and the Private Placement Warrants included in the Private Placement Units will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private
Placement Units, the issuance of the Private Placement Warrants and the Shares included in the Private Placement Units, the issuance
of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the memorandum and articles of association of the Company (in effect on the date hereof or as may be
amended prior to completion of the Public Offering) or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.



     


     


    




C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement
and the amended and restate memorandum and articles of association of the Company, and upon registration in the Company’s
register of members, the Shares included in the Private Placement Units and the Shares issuable upon exercise of the Private Placement
Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Units,
the Shares included in the Private Placement Units and the Shares issuable upon exercise of the Private Placement Warrants shall
have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement
Units purchased by it, the Private Placement Warrants and Shares included in the Private Placement Units and the Shares issuable
upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal
and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.


 


E.
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers,
directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


Section
3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is
subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


C.
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Units, the Shares and Private Placement Warrants included in the Private Placement
Units and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale
or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D,
and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.



     


     


    




(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act.


 


(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial Business Combination, are deemed to be “underwriters” under the Securities
Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities
Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such
Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.


 


(viii)
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)
The Purchaser understands that the Private Placement Units and the Shares included in the Private Placement Units shall bear the
following legend and appropriate “stop transfer restrictions”:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP.”


 


(x)
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the
Warrant Agreement.



     


     


    




Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Units are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true
and correct at and as of the Closing Date as though then made.


 


B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.
Warrant Agreement and Registration and Shareholder Rights Agreement. The Company shall have entered into the Warrant Agreement,
in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each
case on terms satisfactory to the Purchaser.


 


Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Units hereunder.


 


D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E.
Warrant Agreement. The Company shall have entered into the Warrant Agreement.


 


Section
6. Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures
to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.



     


     


    




D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be
by way of example rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the laws of another jurisdiction.


 


F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by the parties hereto.


 


[Signature
page follows] 




     


     


    

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


	 	COMPANY:
	 	 
	 	FRONTIER
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/
Scott Carpenter 

	 	 	Name:
    Scott Carpenter
	 	 	Title:   Chief
    Operating Officer
	 	 
	 	PURCHASER:
	 	 
	 	FRONTIER
    ACQUISITION SPONSOR LLC 
	 	 	 
	 	By:	/s/
Scott Carpenter 

	 	 	Name:
    Scott Carpenter
	 	 	Title:
      Chief Operating Officer




     


     


    

EXHIBIT
A 


 


Warrant
Agreement  




     


     


    

WARRANT
AGREEMENT


 


FRONTIER
ACQUISITION CORP.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


Dated
March 15, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated March 15, 2021, is by and between Frontier Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS,
it is proposed that the Company enter into that certain Private Placement Units Purchase Agreement, with Frontier Acquisition
Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor
will purchase an aggregate of 600,000 units (as defined below) (or up to 660,000 warrants if the underwriters in the Public Offering
(defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering
(and the closing of the Over-allotment Option, if applicable)(the “Private Placement Units”), The Private
Placement Units include an aggregate of 150,000 private placement warrants (or 165,000 private placement warrants if the Over-allot
Option is exercised in full) (the “Private Placement Warrants”), bearing the legend set forth in Exhibit
B hereto. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at
a price of $11.50 per share, subject to adjustment as described herein; and


 


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


 


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 Ordinary Share and one-fourth of one Public Warrant (as defined below) (the
 “Units”) and, in connection therewith, has determined to issue and deliver up to 5,750,000 redeemable
warrants (including up to 1,000,000 redeemable warrants subject to the Over-allotment Option) 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 Class A ordinary share of the Company, par value $0.0001 per share
(“Ordinary Shares”), for $11.50 per 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; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 333-253264 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 Ordinary Shares included in the Units; and


 


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


 


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



     


     


    




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


 


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


 


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


 


2.
Warrants.


 


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


 


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


 


2.3.
Registration.


 


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


 


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


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer, Chief Operating Officer, General Counsel, 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, for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4.
Detachability of Warrants. The Ordinary Shares 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 Credit Suisse Securities (USA) LLC, but in no event shall the Ordinary Shares and the Public Warrants comprising
the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the
 “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Current
Report on Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.



     


     


    




2.5.
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is
comprised of one Ordinary Share and one-fourth of one whole 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 for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the
Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty
(30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company
pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference
Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided,
however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares 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 or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;


 


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


 


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


 


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


 


(e)
by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no
greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;


 


(f)
by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;


 


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


 


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


 


(i)
in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination;


 


provided,
however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3.
Terms and Exercise of Warrants.


 


3.1.
Warrant Price. Each whole 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 Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which Ordinary Shares
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than fifteen 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 five days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided
further, that any such reduction shall be identical among all of the Warrants.



     


     


    




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


 


3.3.
Exercise of Warrants.


 


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


 


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


 


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


 


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



     


     


    




(e)
as provided in Section 7.4 hereof.


 


3.3.2.
Issuance of Ordinary Shares 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 Ordinary Shares to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of
the Company, 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 as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the
Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying
its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable
and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable
upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the
securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement,
a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. 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 an Ordinary Share, the Company shall round down to the nearest whole number,
the number of Ordinary Shares to be issued to such holder.


 


3.3.3.
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and
the amended and restated memorandum and articles of association of the Company shall be validly issued, fully paid and nonassessable.


 


3.3.4.
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares
is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the
holder of record of such Ordinary Shares 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 register of members 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 effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary
Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares
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
shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes
of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary
Shares 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 Continental Stock Transfer & Trust Company, as transfer agent (in such capacity,
the “Transfer Agent”), setting forth the number of Ordinary Shares 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 Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary
Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder
and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.



     


     


    




4.
Adjustments.


 


4.1.
Share Capitalizations.


 


4.1.1.
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued
and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares to all or substantially
all holders of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of
such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially
all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market
Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the
number of Ordinary Shares 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 Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x)
the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this
subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in
determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day
prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2.
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially
all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of
such Ordinary Shares (or other shares 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 Ordinary
Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the
Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (i) to modify the substance or timing of the Company’s obligation to provide holders of Ordinary Shares the
right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the
Company’s public shares if it does not complete its initial Business Combination within the time period required by the
Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, or (ii) with respect
to any other provision relating to the rights of holders of Ordinary Shares, (e) as a result of the repurchase of Ordinary Shares
by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval or (f)
in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
 “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s
board of directors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary
Share 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 Ordinary Shares during the 365-day period ending on the date of declaration
of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be 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 Ordinary Shares issuable on exercise of each Warrant).



     


     


    




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


 


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


 


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


 


4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and
outstanding Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects
the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the issued and outstanding Ordinary Shares), 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 Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection
with redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum
and articles of association or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business
Combination is presented to the shareholders 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) 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) 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) more than 50% of the issued and outstanding Ordinary Shares,
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 shareholder 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 Ordinary Shares 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 Ordinary Shares in the applicable event is payable
in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus
(ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value
(as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior
to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section
6 of this Agreement shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average
price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the
applicable event, (iii) 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 (iv) 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 Ordinary Shares consists exclusively
of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary
Shares 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 Ordinary Shares 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 shall the Warrant Price be reduced to less than the par value per share issuable upon exercise
of such Warrant.



     


     


    




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


 


4.7.
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares 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 Ordinary Shares to be issued to such holder.


 


4.8.
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares 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.


 


5.
Transfer and Exchange of Warrants.


 


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



     


     


    




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


 


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


 


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


 


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


 


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


 


6.
Redemption.


 


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


 


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



     


     


    




	 	 	Redemption
    Fair Market Value of Ordinary Shares (period to expiration of warrants)	 
	Redemption
    Date	 	<
    

    10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>

    18.00	 
	60
    months	 	 	0.261	 	 	 	0.280	 	 	 	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 Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line
interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and
later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The
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 number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and
the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares
in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4
hereof, the adjusted 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 Ordinary Shares per Warrant (subject to adjustment)


 


6.3.
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem
the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which
any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall
mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day
period ending on the third trading day prior to the date on which notice of the redemption is given.



     


     


    




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


 


6.5.
Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1
hereof 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 and (b) if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not
apply to the 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 in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section
6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such
Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof.
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, including for purposes of Section 9.8
hereof.


 


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


 


7.1.
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
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 shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.


 


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


 


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


 


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


 


7.4.1.
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty
(20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to
file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of
such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in
accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth
(60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during
the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon
such registration statement being declared effective by the Commission, and during any other period when the Company shall fail
to have maintained an effective registration statement covering the issuance of the Ordinary Shares 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 another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the
 “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for
purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average
price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that
notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.
The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely
tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act) 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 Ordinary Shares are at the time of any exercise of a Public Warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants
to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as
described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file
or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable
efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue
sky laws to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


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



     


     


    




8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares 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 Chief Executive Officer, the President, the
Chief Financial Officer, Chief Operating Officer, the General Counsel, the Secretary or the Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


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


 


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


 


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 Ordinary Shares through the exercise of the Warrants.


 


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



     


     


    




9.
Miscellaneous Provisions.


 


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


 


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


 


Frontier
Acquisition Corp. 


660
Madison Avenue, 19th Floor 


New
York, NY 10065 


Attention:
Chief Executive Officer


 


with
a copy to:


 


Kirkland
 & Ellis LLP 


601
Lexington Avenue 


New
York, New York 10022 


Attention:
Christian O. Nagler 


James
S. Rowe


 


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


One
State Street, 30th Floor 


New
York, NY 10004 


Attention:
Compliance Department


 


9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement 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.
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of
the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.



     


     


    




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


 


9.6.
Counterparts. 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.


 


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


 


9.8.
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms
of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition
of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii)
adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All
other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the
Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the
Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants, 50% of the 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.


 


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


 


Exhibit
A Form of Warrant Certificate


 


Exhibit
B Legend — Private Placement Warrants



     


     


    

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


	 	 	 
	 	FRONTIER
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
    Scott Carpenter
	 	 	Title:   Chief
    Operating Officer
	 	 
	 	CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Warrant Agent 

	 	 	 
	 	By:	 
	 	 	Name:
    Ana Gois
	 	 	Title:   Vice
    President


 


[Signature
Page to Warrant Agreement] 




     


     


    

EXHIBIT
A 


 


[WARRANT
CERTIFICATE TO BE ATTACHED] 




     


     


    

[FACE]


 


Number


 


Warrants



 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO  


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR  


IN
THE WARRANT AGREEMENT DESCRIBED BELOW 


 


Frontier
Acquisition Corp.  


Incorporated
Under the Laws of the Cayman Islands 


 


CUSIP
G36826 124


 


Warrant
Certificate 


 


This
Warrant Certificate certifies that                , or registered assigns, is the registered holder of warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary
Shares”), of Frontier Acquisition Corp., a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in
an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be
issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon
the occurrence of certain events as set forth in the Warrant Agreement.


 


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


 


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



     


     


    




	 	FRONTIER
    ACQUISITION CORP.
	 	 	 
	 	By: 
	
	 	 	Name:   Scott
                                    Carpenter 



	 	 	Title:
       Authorized Signatory
	 	 
	 	CONTINENTAL
                    STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT 

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







     


     


    

[Form
of Warrant Certificate] 


 


[Reverse]



 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive                  Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of March 15, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this
Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the Ordinary Shares 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 Ordinary Shares 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 an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


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


 


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


 


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
shareholder of the Company.



     


     


    




Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares
and herewith tenders payment for such Ordinary Shares to the order of Frontier Acquisition Corp. (the “Company”)
in the amount of $               in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be
registered in the name of                  , whose address is                   and that such Ordinary Shares be delivered to                 whose address is                 . If said                 number of
Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares 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 6.2 of the Warrant Agreement
and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of                          , whose address is                          and that such Warrant Certificate
be delivered to                           , whose address is                                .


 


[Signature
Page Follows]



     


     


    




Date:                          
, 2021 


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


 


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




     


     


    

EXHIBIT
B 


 


LEGEND


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT
TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG FRONTIER ACQUISITION CORP. (THE “COMPANY”),
FRONTIER ACQUISITION SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
COMBINATION (AS DEFINED IN 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 CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO.
[ ] WARRANT 




     


     


    

EXHIBIT
B 


 


Registration
and Shareholder Rights Agreement  




     


     


    

REGISTRATION
AND SHAREHOLDER RIGHTS AGREEMENT 


 


THIS
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made
and entered into by and among Frontier Acquisition Corp., a Cayman Islands exempted company (the “Company”),
Frontier Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the
undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS



 


WHEREAS,
the Sponsor currently owns 5,630,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class
B Ordinary Shares”), and the other Holders currently own an aggregate of 120,000 Class B Ordinary Shares, which
were received from the Sponsor;


 


WHEREAS,
the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Ordinary Shares”), at the time of the initial Business Combination on a one-for-one basis, subject
to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association,
as may be amended from time to time;


 


WHEREAS,
on March 10, 2021, the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 600,000 units (or up to 660,000 units if the Underwriters’ (as defined below) option
to purchase additional units in connection with the Company’s initial public offering is exercised in full) (the “Private
Placement Units”), in a private placement transaction occurring simultaneously with the closing of the Company’s
initial public offering;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended Business Combination (as defined below),
the Sponsor or certain of the Company’s officers or directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into an additional 1,000,000 Private Placement
Warrants (the “Working Capital Warrants”); and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


ARTICLE
1  


DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to
the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.



     


     


    




“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar
business combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.1.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-1” shall have the meaning given in subsection 2.1.1.


 


“Form
S-3” shall have the meaning given in subsection 2.3.1.


 


“Founder
Shares” shall mean the Class B Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon
conversion thereof.


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one
year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination,
(x) if the last reported sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of the date hereof, by and between the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus,
in the light of the circumstances under which they were made) not misleading.


 


“Nominee”
is defined in Section 6.1.


 


“Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 


“Permitted
Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such
Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the
case may be, under the Insider Letter, the Private Placement Units Purchase Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.



     


     


    




“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial purchasers
of such Private Placement Units or their Permitted Transferees, the private placement shares, private placement warrants and the
Ordinary Shares issuable upon the exercise of such Private Placement Warrants, and that are held by the initial purchasers of
the Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s
initial Business Combination.


 


“Private
Placement Units” shall have the meaning given in the Recitals hereto.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued
or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Units
(including any Ordinary Shares and private placement warrants included in such Private Placement Units and any Ordinary shares
issued or issuable upon the exercise of such Private Placement Warrants), (c) the Working Capital Warrants (including any Ordinary
Shares issued or issuable upon the conversion of working capital loans), (d) any outstanding Ordinary Shares or any other equity
security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held
by a Holder as of the date of this Agreement, and (e) any other equity security of the Company issued or issuable with respect
to any such Ordinary Shares by way of a share capitalization or share sub-division or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale
of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities
shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in
a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and



     


     


    




(F)
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating
an Underwritten Shelf Takedown.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Sponsor
Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.


 


“Subsequent
Shelf Registration” shall have the meaning given in subsection 2.3.2.


 


“Takedown
Requesting Holder” shall have the meaning given in subsection 2.3.3.


 


“Underwriters”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.3.3.


 


“Working
Capital Warrants” shall have the meaning given in the Recitals hereto.


 


ARTICLE
2  


REGISTRATIONS


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time
and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority
in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make
a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount
and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “Demand Registration”). The Company shall, within five (5) days of the Company’s receipt of
the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant
to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Requesting Holder”) shall so notify the Company, in writing, within three (3) business
days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included
in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more
than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable
Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances
shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under
this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration
shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available
at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the
Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count
as a Demand Registration.



     


     


    



2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the
Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities
in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be
deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand
Registration becomes effective or is subsequently terminated.


 


2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary
Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to
separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.



     


     


    




2.1.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand


 


Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant
to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii)
for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than seven (7) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities
the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three
(3) business days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the
same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted
in accordance with subsection 2.3.3.


 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of
Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary
Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been
demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.2
hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual
piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other
equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and
(C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated
to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding
the Maximum Number of Securities;



     


     


    




(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable


 


Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number
of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities,
which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3
Shelf Registrations.


 


2.3.1
The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to
Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any
or all of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such
time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement
filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable
Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder.
Within three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for
a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of
Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in such Registration shall so notify the Company, in writing, within three (3) business days after the
receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after
the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register all or such
portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion
of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification
given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities
of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities
(if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with
the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company
files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as
soon as practicable after the Company is eligible to use Form S-3.



     


     


    




2.3.2
If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included
thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable
cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending
the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable
amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such
Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the
resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available
to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable
efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably
practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities
included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use
such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds
Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder
shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either,
at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and
cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall
be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable
Securities to be so covered once annually after inquiry of the Holders.


 


2.3.3
At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell
all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an
 “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an
Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities
and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for
Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement
of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold
in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten
Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder
(each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten
Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein).
The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable
nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld,
conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not
be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3.4
If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor
and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor
and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities
that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten
Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any,
that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable
Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.



     


     


    




2.3.5
The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf
Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this
Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown
prior to a withdrawal under this subsection 2.3.5.


 


2.4
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date
of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board
it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is
therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer
such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation
in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no
Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable
Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up
Period, as the case may be.


 


ARTICLE
3  


COMPANY
PROCEDURES 


 


3.1
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required
to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel,
copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to
be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;



     


     


    










3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
effective date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each
seller of such Registrable Securities or its counsel;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or
disclosure of any such information;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of
an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;


 


3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
successor rule promulgated thereafter by the Commission);


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and



     


     


    




3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the
Holders.


 


3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell
such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of
the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to
sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it
exercised its rights under this Section 3.4.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a)
or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company), including providing
any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements.


 


ARTICLE
4  


INDEMNIFICATION
AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.



     


     


    




4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with
any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors
and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so
furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their
officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.



     


     


    




ARTICLE
5  


SHAREHOLDER
RIGHTS


 


5.1
Subject to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company
consummates a Business Combination and for so long as the Sponsor holds any Registrable Securities:


 


5.1.1
The Sponsor shall have the right, but not the obligation, to designate three individuals to be appointed or nominated, as the
case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written
notice to the Company on or before the time such information is reasonably requested by the Board or the Nominating Committee
of the Board, as applicable, for inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.


 


5.1.2
The Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including, without
limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so
that there are three Sponsor Directors serving on the Board at all times.


 


5.1.3
The Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure
that: (i) each Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election
of Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with
soliciting proxies for every meeting of the shareholders of the Company called with respect to the election of members of the
Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders
of the Company or the Board with respect to the election of members of the Board.


 


5.1.4
If a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any
other reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted
by law, within its control such that such vacancy shall be filled with such successor Nominee.


 


5.1.5
If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for
any other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary
and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled
pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor
Nominee as promptly as practicable following such designation.


 


5.1.6
As promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification
agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the
reasonable, documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided
to or on behalf of the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s
request.



     


     


    




5.1.7
The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to
be reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage
with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason,
the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance
coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to
such event.


 


5.1.8
For so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right
to indemnification or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent
consistent with applicable law, whether such right is contained in the Company’s amended and restated memorandum and articles
of association, each as amended, or another document (except to the extent such amendment or alteration permits the Company to
provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto).


 


5.1.9
Each Nominee may, but does not need to qualify as “independent” pursuant to listing standards of the New York Stock
Exchange (or such other national securities exchange upon which the Company’s securities are then listed).


 


5.1.10
Any Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire
and a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good faith, and
(b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of
any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently
or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type
of business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection
with any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons
engaged in such activity, (iv) such proposed director was found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission
has not been subsequently reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any
federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,
relating to a violation of any federal or state securities laws or regulations. In the event the Board reasonably finds the Nominee
to be unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified director,
Sponsor shall be entitled to propose a different nominee to the Board within 30 calendar days of the Company’s notice to
Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review process outlined above.


 


5.1.11
The Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected
to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable,
shall have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee
thereof) of each subsidiary of the Company.


 


ARTICLE
6  


MISCELLANEOUS


 


6.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy,
telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall
be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the
date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy,
telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger)
or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must
be addressed, if to the Company, to: c/o Falcon Edge Capital, 660 Madison Avenue, 19th Floor, New York, New York 10065, Attention:
Cathy Weist, with copy to: Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler
and James S. Rowe, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other
parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in
this Section 6.1.



     


     


    




6.2
Assignment; No Third Party Beneficiaries.


 


6.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


6.2.2
Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.


 


6.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 6.2 hereof.


 


6.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.


 


6.3
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 that is valid
and enforceable.


 


6.4
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


6.5
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.


 


6.6
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT
OF LAW PROVISIONS OF SUCH JURISDICTION.


 


6.7
WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR
RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.


 


6.8
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall
operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or
thereunder by such party.



     


     


    




6.9
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.


 


6.10
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach
or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.


 


6.11
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take
any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under
this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other
right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.12
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


6.13
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii)
the date as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive
any termination.


 


[SIGNATURE
PAGES FOLLOW]



     


     


    




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


	 	 	 
	 	COMPANY:
	 	 
	 	FRONTIER
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Scott
    Carpenter
	 	Title:	Chief
    Operating Officer


 


[Signature
Page to Registration and Shareholder Rights Agreement] 




     


     


    

	 	HOLDERS: 

	 	 
	 	FRONTIER
    ACQUISITION SPONSOR LLC
	 	 
	 	By:	             
	 	Name:
    Scott Carpenter
	 	Title:
      Chief Operating Officer


 


[Signature
Page to Registration and Shareholder Rights Agreement] 







     


     


    




	 	 	 
	 	By:	 
	 	 	Peter
    Attia


 


[Signature
Page to Registration and Shareholder Rights Agreement]



     


     


    




	 	 	 
	 	By:	 
	 	 	David
    Sinclair


 


[Signature
Page to Registration and Shareholder Rights Agreement] 




     


     


    

	 	 	 
	 	By:	 
	 	 	 Jonathan
    Christodoro


 


[Signature
Page to Registration and Shareholder Rights Agreement]