Exhibit 4.4


 


WARRANT AGREEMENT


 


between


 


EXCOLERE ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


Dated         ,
2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of          , 2021, is by and between Excolere Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, on         ,
2021, the Company entered into that certain Private Placement Warrants Purchase Agreement, with Excolere Acquisition Sponsor LLC,
a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate
of 6,750,000 warrants (or 7,350,000 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with
the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the
closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles
the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as
described herein; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an
additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Class A common stock and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000
redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof
to purchase one share of Class A common stock of the Company, par value $0.0001 per share, for $11.50 per share, subject to
adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise
any fraction of a Warrant; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-1, File No. 333-252946
(the “Registration Statement”), and a prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the
shares of Class A common stock included in the Units; and


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


2.            
Warrants.


 


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


 


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


 


2.3           Registration.


 


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


 


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


 


Physical certificates, if issued, shall
be signed by, or bear the facsimile signature of, the President, Chief Financial Officer, or other principal officer of the Company.
In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.


 


2.3.2               
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (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 shares of Class A common stock and Public Warrants comprising the Units shall
begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a
Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of UBS Securities LLC, as the underwriter, but in no event shall the shares of Class A common stock and the
Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K
with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering,
including the proceeds then 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 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.


 


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


 


2.6          
Private Placement Warrants.


 


2.6.1              The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor
or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on
a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Class A
common stock issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30)
days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company
pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2
if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4
hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any shares of Class A
common stock held by the Sponsor or any of its Permitted Transferees that are issued upon exercise of the Private Placement Warrants
may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


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


 


(f)                   by virtue of the applicable organizational documents of the Sponsor upon dissolution of such Sponsor;


 


(g)                  as a distributions to members of the Sponsor;


 


(h)                 
by virtue of the laws of the State of Delaware or either of the Sponsor’s organizational documents upon liquidation
or dissolution of our Sponsor;


 






     


     


    

 


(i)                   to the Company for no value for cancellation in connection with the completion of its initial Business Combination;


 


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


 


(k)                 
in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which
results in all of the Company’s shareholders having the right to exchange their shares of Class A common stock for cash,
securities or other property subsequent to the completion of the Company’s initial Business Combination; provided,
however, that in each case (except for clauses (i), (j) or (k) or with the prior written consent of the Company)
prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each
permitted transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing
to be bound by these transfer restrictions.


 


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 Class A common stock stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by
payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence
at which shares of Class A common stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price (including by allowing “cashless exercise”) at any time prior to the Expiration Date (as
defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national
securities exchange on which the Warrants are listed or applicable law), provided that the Company shall provide at least three
(3) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
reduction shall be identical among all of the Warrants.


 


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


 






     


     


    

 


3.3          
Exercise of Warrants.


 


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


 


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


 


(b)                 [Reserved];


 


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


 


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


 


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


 


3.3.2               Issuance of Shares of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company
shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of shares
of Class A 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 on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position
or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Class A 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 Class A 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 or a valid exemption
from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A
common stock upon exercise of a Warrant unless the shares of Class A common stock issuable upon such Warrant exercise have
been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of
residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of
Warrants may exercise its Warrants only for a whole number of shares of Class A common stock. The Company may require holders
of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of
any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share of Class A common stock, the Company shall round down to the nearest
whole number, the number of shares of Class A common stock to be issued to such holder.


 






     


     


    

 


3.3.3              Valid Issuance. All shares of Class A common stock issued upon the proper exercise of a Warrant in conformity
with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4              Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Class A common
stock is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become
the holder of record of such shares of Class A 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 register of members
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5               Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of
the shares of Class A common stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of shares of Class A common stock beneficially owned by such person and its affiliates shall
include the number of shares of Class A 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 Class A 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 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 shares of Class A common stock, the holder may rely on the number of outstanding shares of Class A common
stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or Continental Stock Transfer &Trust Company, as transfer
agent (in such capacity, the “Transfer Agent”), setting forth the number of shares of Class A 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 Class A common stock then outstanding.
In any case, the number of issued and outstanding shares of Class A common stock shall be determined after giving effect
to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which
such number of issued and outstanding shares of Class A 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            Share Capitalizations.


 


4.1.1              Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number
of issued and outstanding shares of Class A common stock is increased by a capitalization or share dividend of shares of Class A
common stock, or by a sub-division of shares of Class A common stock or other similar event, then, on the effective date of
such share capitalization, sub-division or similar event, the number of shares of Class A common stock issuable on exercise
of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stock.
A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of Class A common
stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of
a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock
actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for the shares of Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the
price per share of Class A common stock paid in such rights offering divided by (y) the Historical Fair Market Value.
For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for shares of Class A common stock, in determining the price payable for shares of Class A common stock, there shall
be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “Historical Fair Market Value” means the volume weighted average price of the shares of Class A
common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights. No shares of Class A common stock 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 the holders of shares of Class A common stock on
account of such shares of Class A common stock (or other shares into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption
rights of the holders of the shares of Class A common stock in connection with a proposed initial Business Combination, (d) to
satisfy the redemption rights of the holders of the shares of Class A common stock in connection with a shareholder vote to
amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s
public shares if the Company does not complete its initial Business Combination within the time period required by the Company’s
amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity, (e) as a result of the repurchase of
shares of Class A common stock by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval or (f) in connection with the redemption of public shares upon the failure of the Company to complete
its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid
on each share of Class A 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 Class A 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 Class A common stock issuable on exercise of each Warrant)
to the extent it 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 issued and outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse
share split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such
consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Class A common
stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding shares of
Class A common stock.


 


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


 






     


     


    

 


4.4          
Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of
its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 Class B common stock of the Company, par value
$0.0001 per share (the “Class B common stock”), held by the Sponsor or such affiliates, as applicable,
prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial
Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and
(z) the volume-weighted average trading price of shares of Class A common stock during the twenty (20) trading day period
starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the
 “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices
described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal
to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 


4.5          
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the
issued and outstanding shares of Class A common stock (other than a change under Section 4.1 or Section 4.2
hereof or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the issued and outstanding shares of Class A common
stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Class A common stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the shares of Class A common stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the shares of Class A common stock in such consolidation or merger
that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
by the holders of the shares of Class A common stock (other than a tender, exchange or redemption offer made by the Company
in connection with redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated
certificate of incorporation or as a result of the repurchase of shares of Class A common stock by the Company if a proposed
initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares
of Class A 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 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 shares of
Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in this Section 4; provided further that if less than 70% of the consideration receivable by the holders
of the shares of Class A common stock in the applicable event is payable in the form of shares in the successor entity that
is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so
listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within
thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current
Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the
price of each share of Class A common stock shall be the volume weighted average price of the shares of Class A 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, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined
as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free
interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share
Consideration” means (i) if the consideration paid to holders of the shares of Class A common stock consists exclusively
of cash, the amount of such cash per share of Class A common stock, and (ii) in all other cases, the volume weighted
average price of the shares of Class A 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 Class A 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 such Warrant.


 






     


     


    

 


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


 


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


 


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


 


4.9          
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent registered public accountants, investment banking
or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the
rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they
determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances
shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection
with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 






     


     


    

 


4.10         
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B common stock into shares of Class A common stock or the conversion
of the Class B common stock into shares of Class A common stock, in each case, pursuant to the Company’s amended
and restated certificate of incorporation, 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. In the case of certificated Warrants,
the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


6.            Redemption.


 


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


 


6.2           
Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00. Subject
to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference
Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if
the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the
Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During
the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number
of shares of Class A common stock determined by reference to the table below, based on the Redemption Date (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such
term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2,
the “Redemption Fair Market Value” shall mean the volume weighted average price of the shares of Class A common
stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2
is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall
provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading
day period described above ends.


 


	Redemption Date	 	Fair Market Value of Our Class A Common stock	 
	(period to expiration of warrants)	 	<$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	>$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


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


 






     


     


    

 


The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price
immediately prior to such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying
such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately
prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted.
The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a Warrant. If the Warrant Price is adjusted, (a) pursuant to Section 4.4, the adjusted share prices
set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of
the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant
to Section 4.1.2 hereof, the adjusted stock prices in the column headings shall equal the stock prices immediately
prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event will the
number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Class A common stock per Warrant (subject
to adjustment).


 


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


 


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


 


6.5          
Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1
hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof
shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to
be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than
to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants
pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4
hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease
to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8
hereof.


 


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


 


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


 






     


     


    

 


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


 


7.3           Reservation of Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Class A 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 Shares of Class A Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1               Registration of the Shares of Class A 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 commercially
reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the
shares of Class A common stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts
to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been
declared effective by the sixtieth (60th) Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st)
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants, to exercise such Warrants
on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of
the Securities Act or another exemption) for that number of shares of Class A common stock equal to the lesser of (A) the
quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair
Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean
the volume-weighted average price of the shares of Class A common stock as reported during the ten (10) trading day period
ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants
or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent
shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant,
the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in
accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares
of Class A 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. Except as provided in subsection 7.4.2, for the avoidance of doubt,
unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply
with its registration obligations under the first three sentences of this subsection 7.4.1.


 


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


 






     


     


    

 


8.            Concerning
the Warrant Agent and Other Matters.


 


8.1           
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of shares of Class A 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, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation 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 shares of Class A common stock 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 President or Chief Financial Officer of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by
it pursuant to the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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:


 


Excolere Acquisition Corp.

2029 Century Park East Suite 400N


Los Angeles, CA 90067

Attention: Anthony Miller


 


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


 






     


     


    

 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


9.3         
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. The Company
hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum.


 


Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a "foreign action”) in the name of any warrant holder, such warrant holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of
New York or the United States District Court for the Southern District of New York in connection with any action brought in any
such court to enforce the forum provisions (an "enforcement action”), and (y) having service of process
made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.


 


9.4         
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person 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 such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 


9.8         
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of 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
Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 50% 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.


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 


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


 


	 	EXCOLERE ACQUISITION CORP.
	 	 
	 	By:	                              
	 	Name: Anthony Miller
	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 
	 	By:	 
	 	Name: 
	 	Title: Vice President


 


[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

EXCOLERE ACQUISITION CORP.


 


Incorporated Under the Laws of the State
of Delaware


 


CUSIP: 30152A 118


 


Warrant Certificate


 


This Warrant Certificate certifies
that      , or registered assigns, is the registered holder of warrant(s) evidenced hereby
(the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001
par value (the “Class A common stock”), of Excolere Acquisition Corp., a Delaware corporation (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable shares of Class A common stock as set forth below, at the exercise
price (the “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 share of Class A 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 Class A
common stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common
stock to be issued to the Warrant holder. The number of shares of Class A common stock issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price per one share
of Class A 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 as set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 






     


     


    




 


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


 






     


     


    




 


[Form of Warrant Certificate]


 


[Reverse]


 


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


 


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


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of the shares of Class A common stock to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the shares of Class A common stock is current, except through “cashless
exercise” as provided for in the Warrant Agreement.


 


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


 


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


 


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


 


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


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 






     


     


    

 


Date:           
, 21


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


 


	Signature Guaranteed:	 
	 	 
	 	 


 


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


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


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


 


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


 


NO.                              WARRANT