Exhibit
4.4


 


WARRANT
AGREEMENT


 


between


 


Jeneration
Acquisition Corporation


 


and


 


Continental
Stock Transfer & Trust Company


 


THIS WARRANT
AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Jeneration Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).


 


WHEREAS,
on ____________, 2021 the Company entered into that certain Sponsor Warrants Purchase Agreement with Jeneration Acquisition LLC,
a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to
purchase an aggregate of 5,333,333 warrants (or up to 5,933,333 warrants 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
any closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit A hereto (together with
any Working Capital Warrants (as defined below), the “Private Placement Warrants”) at a purchase price
of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary
share (as defined below) at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
below), the Sponsor, certain of the Company’s officers and directors or their affiliates may, but are not obligated to,
loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional
1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant (the “Working Capital Warrants”);


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the
Company’s equity securities (the “Units”), each such Unit comprised of one Class A ordinary
share of the Company, par value $0.0001 per share (“Class A ordinary shares”), and one-fourth of
one redeemable warrant (the “Public Warrants” and, together with the Private Placement Warrants,
the “Warrants”), and, in connection therewith, has determined to issue and deliver up to 8,625,000
Public Warrants (including up to 1,125,000 Public Warrants subject to the Over-allotment Option) to public investors in the
Offering. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50
per share, subject to adjustment, terms and limitations as described herein;


 




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WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. [·] and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Class A ordinary shares included in the Units;


 


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


 


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


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent (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. All of the Public Warrants shall
initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


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


 


2.3.           
Registration.


 


2.3.1.     
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially
be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary
or its nominee for each Book-Entry Warrant Certificate,


 




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or (ii) institutions
that have accounts with 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 Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants
which shall be in the form annexed hereto as Exhibit B.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer 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 Class A ordinary shares and Public Warrants comprising the Units shall begin separate
trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday
or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc, but in no event shall the Class A ordinary
shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form
8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase
additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised
prior to the filing of the 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.           
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one Class A ordinary share and one-fourth of one whole Public Warrant. If, upon
the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a


 




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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.     
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that
so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants
may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private
Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be
transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii)
the Private Placement Warrants shall not be redeemable by the Company and (iv) the Private Placement Warrants will be entitled
to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class
A ordinary shares held by the Sponsor or any of its Permitted Transferees and 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 any affiliates of the Sponsor;


 


(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 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 laws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from
time to time, upon dissolution of the Sponsor; and


 


(g)              
in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination;


 


(h)       
in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided,
however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the
other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other
Insiders (as defined therein).


 




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3.           
Terms and Exercise of Warrants.


 


3.1.           
Warrant Price. Each whole Warrant (if in certificated form, when countersigned by the Warrant Agent), 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 Class A ordinary shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to
the extent permitted hereunder) at which Class A ordinary shares may be purchased at the time a Warrant is exercised. The Company
in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of
not less than twenty (20) Business Days, provided that the Company shall provide at least twenty (20) days prior written notice
of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among
all of the Warrants.


 


3.2.           
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), and (ii) the date that is twelve (12) months from the
date of the closing of the Offering, and terminating on the earliest to occur of: (x) 5:00 P.M., New York City time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of
the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended from
time to time, the “Articles”), if the Company fails to complete a Business Combination, and (z) other than
with respect to the Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees, 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.
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 any of 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 6.1
hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each outstanding
Warrant (other than a Private Placement Warrant held by the Sponsor or any of 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 6.1 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 term “outstanding” as used in this Agreement with respect to any securities shall
mean securities that are issued and outstanding. 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


 




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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 (if in certificated form, when countersigned
by the Warrant Agent) may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent,
or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant, duly executed (or, in the case of Warrants held through the Depositary in uncertificated or
book-entry only form, through the applicable procedures of the Depositary), and by paying in full of the Warrant Price for each
Class A ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Class A ordinary shares and the issuance of such Class A ordinary shares,
as follows:


 


(a)              
in lawful money of the United States, in good certified check or good bank draft or by wire transfer of immediately available
funds to the Warrant Agent;


 


(b)              
[Reserved];


 


(c)              
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or any
of its Permitted Transferees, by surrendering the Warrants for that number of Class A ordinary shares equal to (i) 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 Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as
defined in this subsection 3.3.1(c)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes
of this subsection 3.3.1(c), the “Fair Market Value” shall mean the volume weighted average price of the Class
A ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise
of the Private Placement Warrant 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 Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall
issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Class
A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on
the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or
countersigned Warrant, as applicable, for the number of Class A ordinary shares as to which such Warrant shall not have been exercised.
If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records
maintained by the Depositary,


 




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its nominee
for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after
such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a
prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No
Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant
unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the
Class A ordinary shares underlying such Unit. In no event will the Company be required to net cash settle any Warrant. 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 Class A ordinary shares, the Company shall round down to the
nearest whole number, the number of Class A ordinary shares to be issued to such holder.


 


3.3.3.     
Valid Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this
Agreement and the Company’s Articles shall be validly issued, fully paid and non-assessable.


 


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


 




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ordinary shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
Class A ordinary shares beneficially owned by such person and its affiliates shall include the number of Class A ordinary shares
issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Class A ordinary shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding Class A ordinary shares, the holder may rely on the number
of outstanding Class A ordinary shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as
transfer agent (the “Transfer Agent”), setting forth the number of Class A ordinary shares outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of Class A ordinary shares then outstanding. In any case, the number
of outstanding Class A ordinary shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding Class A ordinary shares
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.                 
Adjustments.


 


4.1.           
Share Dividends.


 


4.1.1.     
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number
of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares,
or by a sub-division of Class A ordinary shares or other similar event, then, on the effective date of such capitalization, share
dividend, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares
entitling holders to purchase Class A ordinary shares at a price less than the “Fair Market Value” (as defined below)
shall be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary
shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Class A ordinary shares), and (ii) one (1) minus the quotient of (x) the price per Class
A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For


 




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purposes of
this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary
shares, in determining the price payable for Class A ordinary shares, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on
the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.


 


4.1.2.     
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay
a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of
such Class A ordinary shares (or other securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary
shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a shareholder vote to amend the Articles (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 Class
A ordinary shares included in the Units if the Company does not complete its initial Business Combination within the required
time period by the Articles or (ii) with respect to any other provision relating to the rights of holders of public shares or
(e) in connection with the redemption of the Class A ordinary shares included in the Units upon the failure of the Company to
complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board of Directors of the Company, in good
faith) of any securities or other assets paid on each Class A ordinary shares in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividends or cash distributions
which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on
the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does
not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant)
but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share.


 


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


 




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4.3.           
Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the
Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be
adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator
of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20
per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board, and in
the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in
the Prospectus) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”) and (y) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such
price, the “Market Value”) is below $9.20 per share, the Warrant Price 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 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.


 


4.4.           
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Class A ordinary shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects
the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into another
entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing
entity and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Class A ordinary
shares of the Company in substantially the same proportions immediately before such transaction and that does not result in any
reclassification or reorganization of the outstanding Class A ordinary shares), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”);
provided, however, that (i) if the holders of the Class A ordinary shares were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount
of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall
be deemed to be the weighted average of the kind and amount received per share by the holders of the Class A ordinary shares in
such consolidation or merger that affirmatively make such election, and (ii) if


 




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a tender, exchange
or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange
or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for
in the Articles or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or
exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to
the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration
receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of capital stock or 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 (“Bloomberg”). For purposes
of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Class
A ordinary shares shall be the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (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 Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary shares,
and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in Class A ordinary shares covered by subsection 4.1.1, then such adjustment shall be made
pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of
this Section 4.4 shall


 




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similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


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


 


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


 


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


 


4.8.           
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an
adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the
Warrants be adjusted pursuant to this Section 4.8 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.


 




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4.9.           
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a
result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Class B
ordinary shares”) into Class A ordinary shares or the conversion of the Class B ordinary shares into Class
A ordinary shares, in each case, pursuant to the Articles.


 


5.                 
Transfer and Exchange of Warrants.


 


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


 


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


 




    13 


    	 



    

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 Class A Ordinary Share 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 while they
are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the
Warrants, as described in Section 6.3 below, at the price of $0.01 per Warrant (the “Redemption Price”),
provided that the last sales price of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending
on the third trading day prior to the date on which notice of the redemption is given (“Reference Price”) and provided
that there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2
below).


 


6.2.           
Redemption of Warrants When the Price per Class A Ordinary Share 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 Class A ordinary shares determined
by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration
of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole
Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the
volume weighted average price of the Class A ordinary shares for the ten (10) trading days immediately following the date on which
notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption
pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no
later than one (1) Business Day after the ten (10) trading day period described above ends.


 


	Redemption Date

    (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



 



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	Redemption Date

    (period to expiration of warrants)	£$10.00
	$11.00
	$12.00
	$13.00
	$14.00 
	$15.00
	$16.00
	$17.00
	$18.00

	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 Class A ordinary shares 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 after such adjustment. In such an event, the number of shares in the table
above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable
upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted 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. In no event will the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 Class A ordinary shares per Warrant (subject to adjustment).


 




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6.3.           
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant
to Section 6.1 or Section 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 Public Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.4.           
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with 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 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
to be held by the Sponsor or any of its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 shall
not apply to the Private Placement Warrants if at the time of redemption such Private Placement Warrants continue to be held by
the Sponsor or any of its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to
Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants pursuant to Section 6.1
or Section 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.
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.


 


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.


 




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


 


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


 


7.4.1.     
Registration of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later
than thirty (30) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts
to file with the Commission a registration statement covering the issuance, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Warrants. The Company shall use its reasonable best efforts to cause the same to become effective
within sixty (60) Business Days after 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 60th
Business Day following the closing of the Business Combination, holders of the applicable Warrants shall have the right, during
the period beginning on the 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 Class A ordinary shares issuable upon exercise of the applicable Warrants, to
exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the
Securities Act (or any successor rule) or another exemption) for that number of Class A ordinary shares equal to the quotient
obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (as defined below) over the exercise price of the Warrants by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume
weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading
day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities
broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall,
upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the Class A ordinary shares issued upon such exercise shall
be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule
144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive
legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have
been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the
first three sentences of this subsection 7.4.1.


 




    17 


    	 



    

7.4.2.     
Cashless Exercise at Company’s Option. If the Class A ordinary shares are at the time of any exercise of a
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 (or any successor rule), the Company may, at its option, (i) require holders of Public
Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company
so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under
the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement
to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public
Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its reasonable best efforts to register
or qualify for sale the Class A ordinary shares issuable upon exercise of the Public Warrant under the blue sky laws of the state
of residence in those states in which the Public Warrants were initially offered by the Company of the exercising Public Warrant
holder to the extent an exemption is not available.


 


8.                 
Concerning the Warrant Agent and Other Matters.


 


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


 


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


 


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


 




    18 


    	 



    

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 Class A ordinary shares not later than the
effective date of any such appointment.


 


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


 


8.3.           
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4.           
Liability of Warrant Agent.


 


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


 


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


 


8.4.3.     
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any


 




    19 


    	 



    

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 Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A
ordinary shares shall, when issued, be valid and fully paid and non-assessable.


 


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


 


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


 


9.                 
Miscellaneous Provisions.


 


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


 


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


 


Jeneration Acquisition Corporation


Suite 6901-06, 69/F


Two International Finance Centre


8 Finance Street, Central


Hong Kong


Attention: Andrew Sit


 


With a copy to:


 


Davis Polk & Wardwell LLP


18th Floor, The Hong Kong Club
Building


 




    20 


    	 



    

3A Chater Road, Central, Hong
Kong


Attention: James C. Lin, Esq.


 


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, New York 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,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope 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.


 




    21 


    	 



    

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 two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by
facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act
(N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method,
and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be
valid and effective for all purposes.


 


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, shall require the vote or
written consent of the Registered Holders of 65% of the then outstanding Public Warrants; provided that, solely with respect to
any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement
Warrants, 50% of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the Registered Holders.


 


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


 


Exhibit A Legend


 


Exhibit B Form of Warrant Certificate





 


[Signature
Page Follows]


 




    22 


    	 



    

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


 


	 	Jeneration Acquisition Corporation
	 	 
	 	 
	 	By:	 
	 	 	Name:Hainan (Jason) Tan
	 	 	Title:Chief Executive Officer



 

	 	Continental Stock Transfer & Trust Company, as Warrant Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    [Signature Page - Warrant Agreement]


    	 



    

EXHIBIT
A


 


LEGEND


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL
LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG JENERATION ACQUISITION CORPORATION (THE “COMPANY”),
JENERATION ACQUISITION LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY 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 HEREBY AND CLASS A ORDINARY SHARES 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


 




     


    	 



    

EXHIBIT B


 


[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

JENERATION ACQUISITION CORPORATION

Incorporated Under the Laws of the Cayman Islands


 


CUSIP [·]


 


Warrant Certificate


 


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


 


Each whole Warrant is initially exercisable for one fully paid
and non-assessable Class A ordinary share. No fractional Class A ordinary 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 Class A ordinary share, the Company
will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder.
The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.


 


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


 


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


 


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


 




     


    	 



    

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


 


This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 


	 	JENERATION ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 



     


    	 



    

[Form
of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued or to
be issued pursuant to a Warrant Agreement dated as of [·], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to [·], a
[·] corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate 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 Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Class A ordinary shares is current, except through “cashless exercise” as provided for
in the Warrant Agreement.


 


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


 


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


 


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


 


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


 




     


    	 



    

Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


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


 


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


 


[Signature
Page Follows]


 




     


    	 



    

Date:             , 20


 


	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


 


 


	 	 
	Signature Guaranteed:	 
	 	 
	 	 
	 	 


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