Exhibit 4.4


 


WARRANT
AGREEMENT



between



CORSAIR PARTNERING CORPORATION



and



CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


 


THIS WARRANT AGREEMENT (this “Agreement”)
, dated as of                 
, 2021, is by and between Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of the Company’s units, each such unit comprised of one class
A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of one
Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue
and deliver up to 8,750,000 warrants (or up to 10,062,500 warrants if the Over-allotment Option is exercised in full) to public
investors in the Offering (the “Public Warrants”).


 


WHEREAS, on         
, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with Corsair Partnering Sponsor LP,
a Cayman Islands exempted limited partnership (the “Sponsor”), pursuant to which the Sponsor will purchase
5,500,000 private placement warrants (or up to 6,025,000 private placement warrants if the Over-allotment Option (as defined below)
in connection with the Company’s Offering is exercised in full) simultaneously with the closing of the Offering (the “Private
Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Partnering Transaction (as defined below), 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 1,500,000 Private
Placement Warrants at a price of $1.00 per warrant (the “Working Capital Warrants” and, together with
the Public Warrants and the Private Placement Warrants, the “Warrants”);


 


WHEREAS, each whole Warrant entitles the
holder thereof to purchase one Ordinary Share, for $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Private Placement Warrants
and the Working Capital Warrants bear the legend set forth in Exhibit B hereto; and


 


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


 


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


 


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


 


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


 




     


     


    

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


 


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


 


2.       Warrants.


 


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


 


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


 


2.3       Registration.


 


2.3.1       Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. 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 its sole discretion, the Company may instruct the Warrant Agent to deliver to
the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public Warrant and (ii)
definitive certificates in physical form evidencing such Warrants 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, Chief Financial Officer, President,
Executive Vice President, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


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


 


2.4       Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of Evercore Group
L.L.C., as underwriter, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded
until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise
by the underwriter of its right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press
release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 




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2.5       No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of Units,
each of which is comprised of one Ordinary Share and one-quarter of one Public Warrant. If, upon the detachment of Public Warrants
from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to
the nearest whole number the number of Warrants to be issued to such holder.


 


2.6       Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below),
as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless
basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after
the completion by the Company of an initial Partnering Transaction (as defined below), and (iii) shall not be redeemable by the
Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement
Warrants, Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon
exercise of the Private Placement Warrants or Working Capital Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e)       by
private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with
the consummation of the Company’s initial Partnering Transaction at prices no greater than the price at which the Ordinary
Shares or the Warrants were originally purchased;


 


(f)       in
the event of the Company’s liquidation prior to the completion of the Company’s initial Partnering Transaction;


 


(g)       by
virtue of the laws of the Cayman Islands or the Sponsor’s limited partnership agreement upon dissolution of the Sponsor;


 


(h)       to
the Company for no value for cancellation in connection with the consummation of our initial Partnering Transaction; or


 


(i)       in
the event of the Company’s liquidation, merger, share capital exchange, reorganization or other similar transaction which
results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other
property subsequent to the completion of the Company’s initial Partnering Transaction; provided, however, that
in the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”) must
enter into a written agreement agreeing to be bound by these transfer restrictions.


 


2.7       Working
Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 


3.       Terms
and Exercise of Warrants.


 


3.1       Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at
the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which the
Ordinary Shares may be purchased at the time a Warrant is


 




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exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for
a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least three (3) days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 


3.2       Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on
the date that is thirty (30) days after the first date on which the Company completes a merger, share capital exchange, asset acquisition,
share purchase, reorganization or similar partnering transaction, involving the Company and one or more businesses (a “Partnering
Transaction”) and terminating at 5:00 p.m., New York City time on the earliest to occur of: (x) the date that is
five (5) years after the date on which the Company completes its Partnering Transaction, (y) the liquidation of the Company if
the Company fails to complete a Partnering Transaction, or (z) other than with respect to the Private Placement Warrants and Working
Capital Warrants then held by the Sponsor or any officers or directors of the Company, or any of their Permitted Transferees with
respect to Section 6.1, the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of
any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement. Except
with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant
or a Working Capital Warrant held by the Sponsor or any officers or directors of the Company, or their Permitted Transferees, in
connection with a redemption pursuant to Section 6.1 hereof) in the event of a redemption (as set forth in Section 6
hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant held by the Sponsor or any officers
or directors of the Company, or their Permitted Transferees, in the event of a redemption pursuant to Section 6.1 hereof)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20)
days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
shall be identical in duration among all the Warrants.


 


3.3       Exercise
of Warrants.


 


3.3.1       Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full the Warrant Price for each full Ordinary Shares as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance
of such Ordinary Shares, as follows:


 


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


 


(b)       in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of
the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value and (B) 0.361 (subject to adjustment pursuant
to Section 4 hereof). Solely for purposes of this subsection 3.3.1(b) and Section 6.4, the “Fair Market
Value” shall mean the average closing price of the Ordinary Shares for the ten (10) trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof
;


 


(c)       with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average
closing price of the Ordinary


 




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Shares
for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement
Warrant or Working Capital Warrant is sent to the Warrant Agent;


 


(d)       [Reserved];
or


 


(e)       as
provided in Section 7.4 hereof.


 


3.3.2       Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it
is entitled, registered in such name or names as may be directed by him, her or it, 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 Ordinary Shares as to which such
Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary
Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4, or a valid exemption
from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares
upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. 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 an Ordinary Share, the Company shall round down to the nearest whole
number, the number of an Ordinary Share to be issued to such holder.


 


3.3.3       Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement 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 Ordinary Shares is issued shall
for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry
position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery
of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when
the 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 Ordinary Shares at the close of business on the next succeeding date on which the share transfer books
or book-entry system are open.


 


3.3.5       Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include
the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely
on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, quarterly
report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public


 




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announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of
outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the
Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice; provided, however, that any such increase shall
not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.       Adjustments.


 


4.1       Share
Capitalizations.


 


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


 


4.1.2       Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares on account of such Ordinary
Shares (or other the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Partnering Transaction, (d) to satisfy the redemption rights of the holders of Ordinary
Shares in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the
substance or timing of the Company’s obligation to redeem 100% of Ordinary Shares if the Company does not complete the Partnering
Transaction within 24 months from the closing of the Offering (or 27 months if the Company has executed a letter of intent, agreement
in principle or definitive agreement for the Partnering Transaction within 24 months from the closing of the Offering) or with
respect to any other provisions relating to the rights of holders of Ordinary Shares, or (e) in connection with the redemption
of public shares upon the failure of the Company to complete its initial Partnering Transaction and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid
on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Shares during the 365-day period ending on the
date of declaration of such dividend or distribution does not exceed $0.50 (being 5% of the offering price of the Units in the
Offering (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant).


 


4.2       Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary
Shares is decreased by a consolidation, combination, reverse share split or


 




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reclassification
of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in outstanding Ordinary Shares.


 


4.3       Adjustments
in Exercise Price.


 


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


 


4.3.2       If
(x) the Company issues additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares
for capital raising purposes in connection with the closing of an initial Partnering Transaction at an issue price or effective
issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the
Board and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class F ordinary
shares of the Company, par value $0.0001 per share (the “Class F Ordinary Shares”) held by the Sponsor
or its affiliates, prior to such issuance, and (ii) without taking into account the transfer of Class B ordinary shares of the
Company, par value $0.0001 per share, Class F Ordinary Shares or Private Placement Warrants (including if such transfer is effectuated
as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 an initial Partnering Transaction on the date of the consummation
of such initial Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the Ordinary
Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial
Partnering Transaction (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will
be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price.


 


4.4       Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing entity and that does
not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance
to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her
or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however,
that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held
by shareholders of the Company as provided for in the Company’s memorandum and articles of association or as a result of
the repurchase of Ordinary Shares by the Company if a proposed initial Partnering Transaction is presented to the shareholders
of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which
such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act (or any successor rule)) and any members of any such group of which any such


 




    7 


     


    

affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more
than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in this Section 4, provided, further, that if less than 70% of the consideration receivable by the holders of the Ordinary
Shares in the applicable event is payable in the form of share capital 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) (but in no event less than zero) 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)
minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value
of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section
6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event, (3) the assumed volatility shall be the 90-day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash,
the amount of such cash per Ordinary Share, and (ii) in all other cases, the amount of cash per Ordinary Share, if any, plus the
volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in
Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or
Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


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


 


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


 


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


 


4.8       Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this
Section 4 are strictly applicable, but which would require an adjustment


 




    8 


     


    

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.


 


4.9       No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class F Ordinary Shares of the Company into Ordinary Shares or the conversion of the Class F Ordinary
Shares into Ordinary Shares, in each case, pursuant to the Company’s memorandum and articles of association, as amended from
time to time.


 


5.       Transfer
and Exchange of Warrants.


 


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


 


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


 


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


 


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


 


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


 


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


 


6.       Redemption.


 


6.1       Redemption
of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent,
upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price (the “Redemption
Price”) of $0.01 per Warrant, provided that the last sales price of the Ordinary Shares reported has been at least
$18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within
the thirty (30) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given
and provided that there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise
of the Warrants, and a current


 




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prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has
elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2       [Reserved].


 


6.3       Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section
6.1, 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.


 


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


 


6.5       Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section
6.1 hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption
such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees.
However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees
in accordance with Section 2.5), the Company may redeem the Private Placement Warrants or the Working Capital Warrants pursuant
to Section 6.1, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section
6.4. Private Placement Warrants or Working Capital Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under
this Agreement.


 


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


 


7.1       No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as shareholders in respect of the general meeting or the appointment of directors of the Company
or any other matter.


 


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


 


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


 


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


 


7.4.1       Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after
the closing of its initial Partnering Transaction, it shall use its commercially reasonable efforts to file with the Commission
a post-effective amendment to the Registration Statement or a new registration statement for the registration, under the Securities
Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to
cause the


 




    10 


     


    

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. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Partnering Transaction, holders
of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Partnering
Transaction 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 Ordinary Shares issuable upon
exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal
to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market
Value and (B) 0.361 per whole Warrant (subject to adjustment).


 


Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder
of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public
Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be
an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued
upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such
term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all
of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 


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


 


7.5       Voting
Limitation. No Public Warrant holder may vote more than 15% of the outstanding Public Warrants (measured on a beneficial basis
and including such holder’s affiliates) unless the Company provides written consent to the Warrant Agent. In order to vote
a Public Warrant, the beneficial owner thereof must identify itself and must represent that it together with its affiliates is
not voting (on a beneficial basis) more than 15% of the outstanding Public Warrants based on the most recent disclosure by us in
a filing with the Commission of the outstanding amounts of Public Warrants unless the Company allows a holder to vote greater than
15% of the outstanding Public Warrants.


 


8.       Concerning
the Warrant Agent and Other Matters.


 


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


 


8.2       Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after


 




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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 Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New
York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed
by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 


8.3       Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4       Liability
of Warrant Agent.


 


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


 


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


 




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


 


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


 


9.       Miscellaneous
Provisions.


 


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


 


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


 


Corsair Partnering Corporation

717 Fifth Avenue, 24th Floor





New York, New York 10022

Attention: Paul Cabral


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: Derek J. Dostal, Esq.

Email: derek.dostal@davispolk.com


 


With a copy in each case to:


 




    13 


     


    



White & Case LLP





1221 Avenue of the Americas





New York, New York 10020

Attn: Joel Rubinstein & Elliott Smith


 


and


 


Evercore Group L.L.C.

55 East 52nd Street, Ste 35

New York, New York 10055

Attn: Kenneth Masotti


 


9.3       Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction.


 


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


 


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


 


9.6       Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


9.8       Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other
modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants who vote on the modification
or amendment, after at least 10 days’ notice that an amendment is being sought, and with respect to any amendment to the
terms of only the Private Placement Warrants or Working Capital Warrants, shall require the vote or written consent of the Registered
Holders of 50% of the then outstanding Private Placement Warrants or Working Capital Warrants, as applicable. 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.


 


[Signature Pages Follow]


 




    14 


     


    

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


 


 


	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	Paul Cabral
	 	 	Title:	Chief Financial Officer



 


 

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



 


 


[Signature Page to Warrant Agreement]


 



     


     


    

EXHIBIT A

Form of Warrant Certificate



[FACE] 


 


Number


 


Warrants 


 


 



 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

CORSAIR PARTNERING CORPORATION

Incorporated Under the Laws of the Cayman Islands


 


CUSIP


 


Warrant Certificate


 


This Warrant Certificate certifies
that      , or registered assigns, is the registered holder of                    
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase
Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Corsair Partnering Corporation, a
Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in
the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price
at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.


 


Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 




    A-1 


     


    

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


 


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


 


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


 


	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	Paul Cabral
	 	 	Title:	Chief Financial Officer



 


 

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




    A-2 


     


    

Form of
Warrant Certificate



[Reverse] 


 


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


 


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


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, or a valid exemption
from registration is available, and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless
exercise” as provided for in the Warrant Agreement.


 


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


 


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


 


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


 


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


 




    A-3 


     


    

Election
to Purchase



(To Be Executed Upon Exercise of Warrant) 


 


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


 


In the event that the Warrant has been
called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of the Warrant Agreement.


 


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


 


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


 


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


 


[Signature Page Follows]


 




    A-4 


     


    

Date:          , 2021


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)



 

	Signature Guaranteed:
	 


 


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


 




     


     


    

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 CORSAIR PARTNERING CORPORATION (THE “COMPANY”), CORSAIR PARTNERING SPONSOR LP 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 PARTNERING TRANSACTION (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 ORDINARY SHARES
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


	No. 	Warrants



 


B-1