Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT
AGREEMENT (this “Agreement”), dated as of March 11, 2021, is by and between FTAC Parnassus Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a
New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the
“Transfer Agent”).


     


WHEREAS, the Company
has entered into that certain Unit Subscription Agreement, dated March 11, 2021, with FTAC Parnassus Sponsor, LLC, a Delaware limited
liability company (together with FTAC Parnassus Advisors, LLC, the “Sponsor”) and that certain Purchase
Agreement dated March 11, 2021, with certain funds and accounts managed by subsidiaries of Millennium Management LLC (“Millennium”),
pursuant to which the Sponsor and Millennium will purchase an aggregate of 690,000 Units (as defined below) for a purchase price
of $6,900,000 (“Placement Units”), each Unit consisting of one share of Common Stock (as defined below)
(“Placement Shares”) and one fourth of one warrant to purchase one Placement Share (the “Placement
Warrants”) of the Company, and, in connection therewith, has determined to issue and deliver up to 172,500 Placement
Warrants bearing the legend set forth in Exhibit B hereto, to be sold simultaneously with the closing of the Offering (as
defined below);


   


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor may loan to the Company funds as the Company may require, of which up to $1,500,000 of such
loans may be convertible into Units at a price of $10.00 per Unit, each Unit consisting of one share of Common Stock and one fourth
of one warrant to purchase one share of Common Stock (the “Working Capital Warrants”);


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Common Stock and one fourth of one Public Warrant (as defined below) (the “Public
Units”, and together with the Placement Units, the “Units”) and, in connection therewith,
has determined to issue and deliver up to 6,325,000 Warrants (including up to 825,000 warrants that may be issuable upon the exercise
of a forty-five (45) day over-allotment option granted to the underwriters (the “Over-allotment Option”))
to investors in the Offering (the “Public Warrants” and, together with the Placement Warrants and Working
Capital Warrants, the “Warrants”), each whole Warrant evidencing the right of the holder thereof to purchase
one share of Class A common stock of the Company, $0.0001 par value per share (the “Common Stock”), for
$11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1, No. 333-252821 (the “Registration Statement”) and prospectus (the “Prospectus”)
under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Public Units
and the Public Warrants and Common Stock included in the Public Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to 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, duties, obligations 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 in connection with 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 and shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the original or facsimile signature of, the Chairman
of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company.
In the event the person whose original or 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.


 


2.2  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. Except for fractional Warrants that are included in a Unit that has not been
separated into its constituent securities, no fractional Warrants may be transferred unless accompanied by other fractional Warrants
to be transferred that, in the aggregate allow for the purchase of one full placement share or an integral multiple thereof (collectively
“Whole Warrants” or individually a “Whole Warrant”). Upon the initial issuance
of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants
shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”)
deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede &
Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant
Certificate, or (ii) institutions that have accounts with the Depositary (each 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 Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants
(“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed
hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.


 


2.3.2  Registered
Holder. Prior to due presentment for registration of transfer of any Whole Warrant, the Company and the Warrant Agent may deem
and treat the person in whose name such Whole Warrants are 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 the Warrant Certificate (as defined below) 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 Common Stock and Public Warrants comprising the Public Units shall begin separate trading on the 52nd day
following the date of the Prospectus, or, if such 52nd day is not on a Business Day (as defined below), then on the immediately
succeeding Business Day following such date (the “Detachment Date”), unless Cantor Fitzgerald & Co.,
as the representative of the Underwriters, informs the Company of its decision to allow earlier separate trading, but in no event
shall the Common Stock and the Public Warrants comprising the Units be separately traded until (a) the Company has filed a
Current Report on Form 8-K with the Commission that includes an audited balance sheet reflecting receipt by the Company of the
gross proceeds of the Offering and (b) the Company issues a press release announcing when such separate trading shall begin;
provided, however, that, if the Over-allotment Option is exercised following the filing of the initial Current Report
on Form 8-K, a second or amended Current Report on Form 8-K shall be filed by the Company to provide updated financial information
to reflect the exercise of the Over-allotment Option. As used herein, “Business Day” shall mean any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or
obligated by law to close in New York City. Notwithstanding the foregoing, no fractional Warrants will be issued upon the separation
of the Units. If, upon the separation of Public Warrants from Units or otherwise, a holder of Public Warrants would be entitled
to receive a fractional Public Warrant, the Company shall round down to the nearest whole number the number of Public Warrants
to be issued to such holder.


  






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2.5  Warrant
Attributes.


 


2.5.1 Placement
Warrants and Working Capital Warrants. The Placement Warrants and Working Capital Warrants shall be identical to the Public
Warrants, except that so long as they are held by the Sponsor, Millennium or any of their Permitted Transferees (as defined below),
the 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 Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however,
that in the case of (ii), the Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor,
Millennium or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Working Capital
Warrants, may be transferred by the holders thereof to a Permitted Transferee. A “Permitted Transferee” is hereby
defined as any transferee receiving securities in the following transactions:


     


(a) to the Sponsor
(the “Initial Stockholders”) and the Company’s officers or directors;


 


(b) to an affiliate
or immediate family member of any of the Company’s officers, directors, and Initial Stockholders;


 


(c) to any member,
officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor;


 


(d) by gift to any
Permitted Transferee under any of the immediately preceding subsections (a) through (c), to a trust, the beneficiaries of which
consist entirely of one or more Permitted Transferees under any of the immediately preceding subsections (a) through (c), or to
a charitable organization;


 


(e) by virtue of laws
of descent and distribution upon the death of any officer or director of the Company, Initial Stockholder, or member of the Sponsor;


 


(f) pursuant to a
qualified domestic relations order;


 


(g) upon the Company’s
liquidation prior to consummation of the Company’s initial business combination;


 


(h) by virtue of the
laws of Delaware, pursuant to the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;


   


(i) upon and in connection
with the liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s
consummation of its initial business combination;


 


(j) subsequent to
the consummation of the Company’s initial business combination, in the event of a consolidation, merger, stock exchange or
other similar transaction in which the Company is the surviving entity that results in a change in a majority of the Company’s
board of directors or management team; or


 


(k) in the case of
Millennium, to each such investor’s affiliates, or any investment fund or other entity controlled or managed by such investor,
or to any investment manager or investment advisor of such investor or an affiliate of any such investment manager or investment
advisor or to any investment fund or other entity controlled or managed by such persons;


 


provided, however, that in
the case of clauses (a) through (f) and (h) these Permitted Transferees must enter into a written agreement agreeing to be bound
by the restrictions on transfer in this Agreement.


 






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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 shares of Common Stock stated therein, at the price of $11.50 per share, subject to
the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which a share of Common Stock may be purchased
pursuant to the Whole Warrant at the time such Whole Warrant is exercised. The Company in its sole discretion may reduce 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,
by providing at least twenty (20) days prior written notice of such reduction to each Registered Holder. Any such reduction
shall be identical among all of the Warrants.


 


3.2  Duration
of Warrants. A Whole Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (a)  thirty (30) days after the first date on which the Company consummates an acquisition, through
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses (a “Business Combination”), or (b) 12 months from the date of the completion of
the Offering (excluding any exercise of the underwriters’ over-allotment option), and terminating at 5:00 p.m., New York
City time, on the earlier of (x) five years after the date on which the Company consummates its initial Business Combination, (y) the
liquidation of the Company or, if the Company fails to consummate a Business Combination, 24 months from the date of completion
of the Offering (excluding any exercise of the underwriters’ over-allotment option), or (z)  with respect to all the
Warrants except the Placement Warrants and the Working Capital Warrants, the Redemption Date (as defined below) (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 3.3.3 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 Placement Warrant
or a Working Capital Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees) in the
event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Placement
Warrant or a Working Capital Warrant in the event of a redemption to the extent then held by the original purchasers thereof or
their Permitted Transferees) 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 Whole 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 Book-Entry Warrant Certificate, the Warrants to be exercised 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 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
Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full
of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance
of such shares of Common Stock, as follows:


   


(a) by wire transfer
of immediately available funds in good certified check or good bank draft payable to the order of the Warrant Agent;


 






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(b) upon 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 Warrant
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 Warrant, multiplied by the difference between the Warrant Price and the “Fair Market Value”
(as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b)
and Section 6.3, “Fair Market Value” shall mean the average last sale price per share of the Common
Stock for the ten (10) trading day period ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of the Warrants;


  


(c) with respect
to any Placement Warrant or Working Capital Warrants, so long as such Placement Warrant or Working Capital Warrant is held by the
Sponsor, Millennium or their Permitted Transferees, exercised on a “cashless basis,” 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 difference between the Warrant Price and the “Fair Market Value”,
as defined in this subsection 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c),
the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10) trading
day period ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or


    


(d) as provided
in Section 7.4 hereof.


    


3.3.2 Exercise
of Fractional Warrants Not Permitted. No fractional Warrant shall be exercisable or redeemable in any manner unless accompanied
by other fractional Warrants to be exercised or redeemed that, in the aggregate for all such fractional Warrants, constitute a
Whole Warrant or Whole Warrants. 


 


3.3.3 Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Whole 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 has been registered, qualified or deemed to be exempt from registration or qualification
under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be
entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit
containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of
Public Warrants to settle 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.


   


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


 


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


 






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3.3.6 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
3.3.6; however, no holder of a Warrant shall be subject to this subsection 3.3.6 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% (or such other amount as specified by the holder) (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 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K,
quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in
such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


   


4. Adjustments.



     


4.1 Stock
Dividends.


    


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


 






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


 


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


 


4.3 Adjustments in
Exercise Price.


 


4.3.1 Whenever
the number of shares of Common Stock issuable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or 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 issuable 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 issuable immediately thereafter.


   


4.3.2 If
(i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price
or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined
in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account
any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”),
(ii) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon,
available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and
(iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the
higher of the Market Value and the New Issuance Price.


 






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4.4 Replacement
of Securities upon Reorganization, etc. In the event of (a) any reclassification or reorganization of the outstanding
Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that
solely affects the par value of the Common Stock), (b) any merger or consolidation of the Company with or into another entity
or conversion of the Company into another type of entity (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the outstanding Common Stock) or
(c) the sale or conveyance of all or substantially all of the Company’s assets in one transaction or a series of
related transactions, the holders of Whole 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 Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Whole 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
Whole Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share
by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a
tender, exchange or redemption offer shall have been made to, and accepted by, the holders of the Common Stock (other than a
tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the
Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the
repurchase of 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 outstanding 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, however, 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
(“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this
Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on
Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4)
the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of
the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the
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 will the Warrant Price be reduced to less than the par value
per share issuable upon exercise of the Warrant.


   






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


 


4.6 No Fractional
Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares
upon 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 the shares of Common Stock to be issued to such holder.


 


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


 


4.8 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, or an investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is
necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.8 (a) as a result of any issuance of securities in connection with a Business Combination or (b) solely
as a result of an adjustment to the conversion ratio of the Company’s Class B common stock, $0.0001 par value per share,
into Common Stock. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


    


5.
Transfer and Exchange of Warrants.



     


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


 


5.2 Procedure for
Surrender of Warrants. Whole 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 in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry
Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another
nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Placement Warrants
and the 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.


 






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5.3 Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of
a warrant certificate or book-entry certificate 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.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at a price of $0.01 per Warrant (the “Redemption
Price”); provided, that the last sales price of the Common Stock (or the closing bid price of the Common Stock
if shares of the Common Stock are not traded on any specific trading day) 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 further
that there is an effective registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or
the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.;
and provided further that, after aggregating all of the fractional Warrants held by a Registered Holder, there remains a fractional
Warrant held by such Registered Holder, such fractional Warrant shall not be redeemed and will terminate on the Redemption Date
(as defined in Section 6.2).


   


6.2 Date Fixed for,
and Notice of, Redemption. If the Company elects to redeem the Warrants in accordance with 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 (such 30-day
period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercises After
Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance with subsection
3.3.1(b)) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. If 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 shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market
Value” (as such term is defined in subsection 3.3.1(b)) 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.


 






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6.4 Exclusion of
Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6 shall
not apply to the Placement Warrants or the Working Capital Warrants if at the time of the redemption such Placement Warrants or
Working Capital Warrants continue to be held by the Sponsor, Millennium or their Permitted Transferees, as applicable. However,
once such Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.5),
the Company may redeem the Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption
are met, including the opportunity of the holder of such Placement Warrants or Working Capital Warrants to exercise the Placement
Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Placement Warrants and
Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
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
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 shares of its authorized but unissued 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 Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days
after the closing of its initial Business Combination, it shall use its best 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
Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register
or qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants, to the extent an exemption is not available. The Company shall use its best 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 of the Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment
or 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 post-effective amendment or 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 Common Stock issuable upon exercise of the Warrants, to exercise Whole Warrants on a “cashless basis,”
by exchanging Whole 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 quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Whole Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as
defined below) by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “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 Whole 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 Whole Warrants on a cashless basis in
accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the Common
Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear
a restrictive legend. For the avoidance of any doubt, unless and until all Whole Warrants have been exercised, the Company shall
continue to be obligated to comply with its registration obligations under the first three sentences of this Section 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 Whole 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, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants (which, for the avoidance
of doubt may only be Whole 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 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. If the Company
does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public
Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock
issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence (in those states in which the Warrants
were initially offered by the Company) of the exercising Public Warrant holder to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.



     


8.1 Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of 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.


   


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 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 Common Stock not later than the effective date of any such appointment.


 






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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 President, 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 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.


   


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 Common Stock to be
issued pursuant to this Agreement or any Warrant or as to whether any 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 the Common Stock
through the exercise of the Warrants.


 


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


 






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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 shall be sufficiently given (i) when so delivered if by hand or overnight
delivery, (ii) upon receipt of by the intended recipient if by facsimile, or (ii) 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
with the Warrant Agent) as follows:


 


If to the Company:


 


FTAC Parnassus Acquisition
Corp.


2929 Arch Street, Suite
1703


Philadelphia, PA 19104-2870


Attention: Joseph W.
Pooler, Jr.


 


If to the Warrant Agent:


 


Continental Stock Transfer
& Trust Company


1 State St., 30th
Floor


New York, New York 10004


Fax: 212-616-7615


Attention: Compliance
Department


 


with a copy in each case (which shall not
constitute service) to:


 


Ledgewood, PC


Two Commerce Square


2001 Market Street,
Suite 3400


Philadelphia PA 19103


Fax: 215-735-2513


Attention: Mark
Rosenstein, Esq.


   


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 and without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction.


 






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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 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 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 and any amendment to the terms of only the Placement Warrants or Working
Capital Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then outstanding Public Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to
Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


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.


 


[Remainder of page intentionally left blank.
Signature page follows.]


 




    15


     


    

 





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


 


	 	FTAC PARNASSUS ACQUISITION CORP. 
	 	 
	 	By:	/s/ Ryan M. Gilbert
	 	 	Name:	Ryan M. Gilbert
	 	 	Title:	President and Chief Executive Officer


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,  
	 	as Warrant Agent 
	 	 
	 	By:	/s/ James Kiszka
	 	 	Name: 	James Kiszka
	 	 	Title:	Vice President


 


[FTAC Parnassus – 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


 


FTAC PARNASSUS ACQUISITION CORP.


A Delaware corporation


 


CUSIP 30319B 116


 


Warrant Certificate


 


This Warrant Certificate
certifies that     ,
or registered assigns, is the registered holder of  warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase shares of Class A common
stock, $0.0001 par value (the “Common Stock”), of FTAC Parnassus Acquisition Corp. (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable shares of Common Stock (each, a “Warrant”)
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 (as defined
on the reverse hereof).


 


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


 


The initial Exercise
Price per share of Common Stock for any Warrant is equal to $11.50 per share. 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.


 


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.


 


	 	
        FTAC PARNASSUS ACQUISITION CORP.

         

	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


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


  




     


     


    

 


[Form of Warrant Certificate]


 


[REVERSE]


 


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


 


Subject to the provisions
of the Warrant Agreement with respect to fractional Warrants, 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” if
permitted by the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants
not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
if permitted by the Warrant Agreement.  Additionally, if the Company fails to enter into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
by , 2023 (unless extended), the Warrants evidenced by this Warrant Certificate shall expire worthless.


 


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


 


Warrant Certificates,
when surrendered at the 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) thereof 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.


 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive             shares
of Common Stock and herewith tenders payment for such shares to the order of FTAC Parnassus Acquisition Corp. (the “Company”)
in the amount of $                in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of                 
, whose address is                 and
that such shares be delivered to              whose
address is                   
.. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of such shares 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 6.3 of the Warrant Agreement, the number of shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the
Warrant is a 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 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 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
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 sentence: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of
the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares be registered in the name of, whose address is, and that such Warrant Certificate be delivered
to, whose address is ________.


 


Date:        ,
20


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


Signature Guaranteed:          


 


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


 




     


     


    

 


 EXHIBIT B


 


LEGEND


 


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


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BETWEEN FTAC PARNASSUS ACQUISITION CORP., FTAC PARNASSUS
SPONSOR, LLC, FTAC PARNASSUS ADVISORS, LLC AND THE DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS OF FTAC PARNASSUS ACQUISITION CORP.
AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS SET FORTH THEREIN.





	 	 	 
	No.        	 	         Warrants