Exhibit
4.4


 


WARRANT
AGREEMENT 


TRANSFORMATIONAL
CPG ACQUISITION CORP. 


and 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


Dated
[   ], 2021


 


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


 


WHEREAS,
it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement with Transformational CPG
Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor
will purchase an aggregate of 5,400,000 warrants (or up to 6,000,000 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), bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant. Each Private Placement Warrant
entitles the holder thereof to purchase one share of Class A Common Stock (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, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
of such loans 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 share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-third of one Public Warrant (as defined below) (the “Units”) and, in
connection therewith, has determined to issue and deliver up to 10,000,000 redeemable warrants (including up to 11,500,000 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 share of Common Stock 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-[●] and a 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 Common Stock 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
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.


 




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2.4.
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the
52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the
immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the
consent of J.P. Morgan Securities LLC, BofA Securities Inc. and Nomura Securities International, Inc. but in no event shall the
Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed (i) 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 (ii) a second or amended Current Report on Form 8-K to provide updated
financial information to reflect the underwriters’ exercise of the Over-allotment Option, if the Over-allotment Option is
exercised following the filing of the Form 8-K pursuant to clause (i) above, and (B) the Company issues a press release announcing
when such separate trading shall begin.


 


2.5.
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is
comprised of one share of Common Stock and one-third 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, the Company’s officers and directors or any of their Permitted Transferees (as defined
below), as applicable, 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 Common Stock 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 Common Stock issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


(e)
by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or 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 Common Stock, as applicable, were originally purchased;


 




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


 


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


 


(h)
in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital
stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their Common Stock for cash, securities or other property; 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 and the other restrictions contained in the
letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.


 


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 Common Stock stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which shares of Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than 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 date that is thirty (30) days after the first date on which the Company completes a Business
Combination, 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 certificate
of incorporation (as amended from time to time, the “Charter”), if the Company fails to complete a Business
Combination, and (z) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3
hereof; 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) in the event of
a redemption (as set forth in Section 6 hereof), each Warrant not exercised on or before the Redemption 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 Redemption Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Redemption
Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among
all the Warrants.


 




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3.3.
Exercise of Warrants.


 


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


 


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


 


(b)
[Reserved];


 


(c)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, one of the Company’s
directors or officers or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c))
less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c),
the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Common Stock
for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the 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 Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common
Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall
not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant
exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of
the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants
shall have paid the full purchase price for the Units solely for the shares of Common Stock underlying such Unit. In no event
will the Company be required to net cash settle the Warrant exercise. Subject to Section 4.6 of this Agreement, a Registered
Holder of Warrants may exercise its Warrants only for a whole number of Common Stock. The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number
of shares of Common Stock to be issued to such holder.


 




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


 


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


 


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


 




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4.
Adjustments.


 


4.1.
Stock Dividends.


 


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


 


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


 




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


 


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


 


4.4.
Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares
of Common Stock or 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 share of Common Stock (with such issue price or
effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its
affiliates, without taking into account any shares of Class B Common Stock (as defined below), 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 consummation of the Company’s
initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Common Stock during
the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price 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.


 




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4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and
outstanding shares of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing corporation (and is not a subsidiary
of another entity whose stockholders did not own all or substantially all of the Common Stock of the Company in substantially
the same proportions immediately before such transaction) and that does not result in any reclassification or reorganization of
the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares 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 Common Stock were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger
that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Charter or as a result of the redemption of shares of Common
Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) 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 shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided further that if less than 70% of the consideration receivable by the
holders of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed
for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty
(30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report
on Form 8-K filed with the Commission, the 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 share of Common Stock shall be the volume weighted average price of the Common Stock 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 Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all
other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on
the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in
a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 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.


 




    9


     


    

  


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


 


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


 


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


 


4.9.
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such
case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


4.10.
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the shares of the Company's Class B common stock (the “Class B Common
Stock”) into Common Stock or the conversion of the shares of Class B Common Stock into Common Stock, in each case,
pursuant to the Charter.


 




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5.
Transfer and Exchange of Warrants.


 


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


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that 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 depositary; 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 When the Price Per Share of Common Stock Equals or Exceeds $18. Subject to Section 6.5 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance
of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of the
Warrants on a “cashless basis” pursuant to subsection 7.4.2 below and such cashless exercise is exempt from
registration under the Securities Act.


 




    11


     


    

 


6.2.
Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10. 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 (except with respect to a holder’s ability to cashless exercise its warrants) as the outstanding
Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered
Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1
and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated
for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as
such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this
Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price
of the shares of Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant
to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2,
the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after
the ten (10) trading day period described above ends.


 





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



 


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




    12


     


    

 


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 Warrant 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 stock prices in the column headings
shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise
price of a Warrant after such adjustment and the denominator of which is the exercise price of the Warrant immediately prior to
such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the
Warrant 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 unadjusted share prices 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 unadjusted share price
less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


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


 


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 Certain 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 any of 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, as applicable. 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.


 




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


 


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


 


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


 


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


 


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


 


7.4.1.
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15)
Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file
with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
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 and the Warrant 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 shares of Common
Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal
to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the
Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading day period ending on
the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or
its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent
shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant,
the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock
issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 (or any successor rule) 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 any doubt, unless
and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this subsection 7.4.1.


 




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7.4.2.
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not
listed on a national securities exchange such that 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 Common Stock issuable upon
exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable
efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under applicable blue sky
laws to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


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


 


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


 


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


 


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


 


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


 




    15


     


    

 


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 or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


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


 


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


 


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


 


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


 




    16


     


    

 


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:


 


Transformational
CPG Acquisition Corp.


 


6
St. Johns Lane


New
York, NY 10013


Attention:
Daryl Brewster, Chief Executive Officer


 


with
a copy to:


 


White
& Case LLP


1221
Avenue of the Americas


New
York, NY 10020


Attn:
Joel L. Rubinstein, Esq.


Email:
joel.rubinstein@whitecase.com


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given 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


 


in
each case, with copies to:


 


White
& Case LLP


1221
Avenue of the Americas


New
York, NY 10020


Attn:
Joel L. Rubinstein, Esq.


Email:
joel.rubinstein@whitecase.com


 


and


 


Kirkland
& Ellis LLP


 


601
Lexington Avenue


New
York, NY 10022


Attn:
Christian Nagler,


Sean
T. Wheeler


Email:
cnagler@kirkland.com


sean.wheeler@kirkland.com


 




    17


     


    

 


9.3.
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York. 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 9.4. If any action, the subject matter of which is within the scope the forum provisions above, is filed
in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such
enforcement action by service upon such warrant holder's counsel in the foreign action as agent for such warrant holder.


 


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


 


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


 




    18


     


    

 


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 defective provision or mistake, including to conform the provisions hereof to the
description of the terms of the Warrants and this Agreement set forth in the Prospectus, (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


 




    19


     


    

 


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


 


	 	TRANSFORMATIONAL
    CPG ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	 Daryl
    Brewster
	 	 	Title:
	Chief
    Executive Officer


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	Vice
    President


 


[Signature
Page to Warrant Agreement]


 




     


     


    

 


Exhibit
A



[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


 


Transformational
CPG Acquisition Corp.


 


Incorporated
Under the Laws of the State of Delaware


 


CUSIP
[●]


 


Warrant
Certificate


 


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


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. 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 a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number the number
of shares of Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A Common Stock issuable upon
exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


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


 


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


	 	TRANSFORMATIONAL
    CPG ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	Authorized
    Signatory
	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, 
	 	as
    Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    A-1


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive [  ] shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [  ],
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York limited purpose trust company, 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 Warrant 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 shares of Class A Common Stock to be issued upon exercise is effective
under the Securities Act and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through
“cashless exercise” as provided for in the Warrant Agreement.


 


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


 




    A-2


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


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


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement
and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Class A Common
Stock 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 shares of Class A Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


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


 


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


 


[Signature
Page Follows]


 




    A-3


     


    

 


Date:
[   ], 21


 


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


 


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




    A-4


     


    

 


Exhibit
B



LEGEND


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT
TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG TRANSFORMATIONAL CPG ACQUISITION CORP.
(THE “COMPANY”), TRANSFORMATIONAL CPG 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 SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL
BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO.
[   ] WARRANT


 


B-1