Exhibit 4.4


 


WARRANT AGREEMENT


 


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


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each
such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”)
and one-fourth of one redeemable Public Warrant (as defined below) (the “Public Units”) and, in connection
therewith, has determined to issue and deliver up to 3,750,000 warrants (or up to 4,312,500 warrants if the Over-allotment Option
(as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company entered into
that certain Private Placement Warrants Purchase Agreement with FLaSH Investments LLC, a Cayman Islands limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 3,030,000 private placement
warrants (or up to 3,255,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with
the closing of the Offering (and the closing of the Over-allotment Option, if applicable) (the “Private Placement Warrants”
and, together with the Public Warrants, the “Warrants”), each bearing the legend set forth in Exhibit
A hereto at a purchase price of $2.00 per Private Placement Warrant;


 


WHEREAS, the Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, in order to finance the
Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the
Sponsor or the Company’s officers and directors (collectively, the “Initial Purchasers”) may, but
are not obligated to, loan to 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 750,000 warrants at a price of $2.00 per warrant, which will be identical to the Private Placement Warrants
(the “Working Capital Warrants”);


 


WHEREAS, each Warrant entitles the
holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Company has filed with
the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-253272 (the “Registration Statement”) and a prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public
Units, the Public Warrants and the Class A Shares included in the Public Units;


 


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


 


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


 


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


 



     


     


    




 


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


 


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



 


		2.	Warrants.



 


		2.1.	Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical
certificate is issued, shall be in substantially the form of Exhibit B hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairperson of the Company’s board of directors (the
“Board”), President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer
of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in
the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if
he or she had not ceased to be such at the date of issuance. 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, a 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, or (ii) institutions that have accounts with the Depositary (each such institution,
with respect to a Warrant in its account, a “Participant”).
	 	 	 
	 	 	If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B,
with appropriate insertions, modifications and omissions, as provided above.





 


		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 a Definitive Warrant 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.



 






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		2.4.	Detachability of Warrants. The Class A Shares and Public Warrants comprising the Public
Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a 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 Goldman Sachs & Co. LLC, as representative of the several underwriters, but in no
event shall the Class A Shares and the Public Warrants comprising the Public Units be separately traded until (A) the Company has
filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company
of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of
their right to purchase additional Public Units in the Offering (the “Over-allotment Option”), if the
Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release
and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.



 


		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 Share and one-fourth of one Public Warrant.
If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional
Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.



 


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



 


		2.6.1.	to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees
of such affiliates;



 


		2.6.2.	in the case of an individual, by gift to a member of such individual’s immediate family or
to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or
to a charitable organization;



 


		2.6.3.	in the case of an individual, by virtue of the laws of descent and distribution upon death of such
person;



 


		2.6.4.	in the case of an individual, pursuant to a qualified domestic relations order;



 


		2.6.5.	by private sales or transfers made in connection with any forward purchase agreement or similar
arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which
the Class A Shares or Warrants were originally purchased;



 


		2.6.6.	by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor
upon dissolution of the Sponsor;



 


		2.6.7.	in the event of the Company’s liquidation prior to the consummation of a Business Combination;
and



 






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		2.6.8.	in the event that, subsequent to the consummation of an initial Business Combination, the Company
completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the
right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses
2.6.1 through 2.6.6, these transferees (the “Permitted Transferees”) 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 the Company’s officers and
directors.



 


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



 


		3.	Terms and Exercise of Warrants.



 


		3.1.	Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of Class A 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) described in the
prior sentence at which the Class A 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 fifteen (15)
Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or
applicable law), provided, that the Company shall provide at least five (5) days’ prior written notice of such reduction
to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.



 


		3.2.	Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) (A) commencing on the date that is thirty (30) days after the first date on which the Company completes
a Business Combination, and 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, and
(z) other than with respect to the Private Placement Warrants and Working Capital Warrants then held by the Initial Purchasers
or any of their Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value
equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof,
5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect
to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working
Capital Warrant then held by the Initial Purchasers or any of their Permitted Transferees in connection with a redemption pursuant
to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof),
each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant in the event of a redemption) not
exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days
prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
shall be identical in duration among all the Warrants.



 


		3.3.	Exercise of Warrants.



 


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



 


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



 






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		(b)	[Reserved];



 


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



 


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



 


		(e)	as provided in Section 7.4 hereof.



 


		3.3.2.	Issuance of Class A 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 Class A Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and
if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of Class A 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, 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 Shares pursuant to the
exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act with respect to the Class A 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 Shares upon exercise of a Warrant unless the Class A 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.
In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants
to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants
on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in an Class A Share, the Company shall round down to the nearest whole number, the number of Class A Shares
to be issued to such holder.



 






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



 


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



 


		3.3.5.	Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event
it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall
be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant
Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the
“Maximum Percentage”) of the Class A Shares outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Class A Shares beneficially owned by such person and its affiliates
shall include the number of Class A Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Class A 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 Shares, the holder may rely
on the number of outstanding Class A 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 the Transfer Agent setting forth the number of Class
A 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 Shares then outstanding. In any case,
the number of outstanding Class A 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 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.



 






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		4.	Adjustments.



 


		4.1.	Share Capitalizations.



 


		4.1.1.	Sub-division. If after the date hereof, and subject to the provisions of Section 4.6
below, the number of outstanding Class A Shares is increased by a share capitalization payable in Class A Shares, or by a sub-division
of Class A Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event,
the number of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding
Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase
Class A Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization
of a number of Class A Shares equal to the product of (i) the number of Class A 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 Shares)
and (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into
or exercisable for Class A Shares, in determining the price payable for Class A 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) “Historical
Fair Market Value” means the volume weighted average price of the Class A 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 Shares trade on the applicable exchange
or in the applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than
their par value.



 


		4.1.2.	Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding
and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the
holders of Class A Shares on account of such Class A Shares (or other shares of the Company’s share capital 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 Shares in connection with a proposed initial Business Combination,
(d) to satisfy the redemption rights of the holders of Class A Shares in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (as amended from time to time, the “Charter”)
(A) 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 Shares included in the Public Units sold in the Offering (the “Public
Shares”) if the Company does not complete the Business Combination within the period set forth in the Charter
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity or (e) in connection with the redemption of Public Shares upon the failure of the Company to complete its initial Business
Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board,
in good faith) of any securities or other assets paid on each Class A Share in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on
the Class A Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to
appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Shares issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Public Units in the Offering) but only with respect
to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration,
if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an
aggregate of $0.40 of cash dividends and cash distributions on the Class A Shares during the 365-day period ending on the date
of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date
of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends
and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50
and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
dividend)).



 





		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 Shares is decreased by a consolidation, combination, reverse share sub-division
or reclassification of Class A Shares or other similar event, then, on the effective date of such consolidation, combination, reverse
share sub-division, reclassification or similar event, the number of Class A Shares issuable on exercise of each Warrant shall
be decreased in proportion to such decrease in outstanding Class A Shares.


 






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		4.3.	Adjustments in Warrant Price.



 


		4.3.1.	Whenever the number of Class A 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 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 Shares so purchasable immediately thereafter.



 


		4.3.2.	If (x) the Company issues additional Class A 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 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into
account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such
issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds (including from such issuances, the Offering), and interest thereon, available for funding
the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and
(z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section
6.2 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent)
to be equal to the higher of the Market Value and the Newly Issued Price.



 


		4.4.	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization
of the outstanding Class A Shares (other than a change under subsections 4.1.1, 4.1.2 or Section 4.2 hereof
or that solely affects the par value of such Class A 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 corporation and is not a subsidiary of another entity whose shareholders did not own all or substantially all
of the Class A 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 Shares), or in the case of any sale or conveyance to
another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the Class A Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her
or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
that (i) if the holders of the Class A 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 Shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Class A 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 Charter or as a result of the redemption of Class A 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 65% of the outstanding Class A 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 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 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 (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per
Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on
the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each
Class A Share shall be the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of
the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to
holders of the Class A Shares consists exclusively of cash, the amount of such cash per Class A Share, and (ii) in all other cases,
the volume weighted average price of the Class A 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 Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
reduced to less than the par value per share issuable upon exercise of the Warrant.



 






    8


     


    

  


		4.5.	Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number
of Class A 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 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 Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Class A 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 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. The Company shall adjust the terms of the Warrants in
a manner that is consistent with any adjustment recommended in such opinion.



 


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



 


		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 a certificated
Warrant, 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 Definitive Warrant
Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to
the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided
further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the
Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive legend.



 






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



 


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



 


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



 


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



 


		6.	Redemption.



 


		6.1.	Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all
of the outstanding Warrants may be redeemed (in whole and not in part), 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 (as defined below) of $0.01 per Warrant; provided that (a) the Reference Value equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration
statement covering the Class A Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below).



 


		6.2.	Redemption of Warrants for Class A Shares. Subject to Section  6.5 hereof,
not less than all of the outstanding Warrants may be redeemed (in whole and not in part), 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 and Working Capital Warrants are also concurrently called for redemption on
the same terms as the 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 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 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.



 






    10


     


    

  


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



 


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


 


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


 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


		7.4.1.	Registration of the Class A Shares. The Company agrees that as soon as practicable, but
in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially
reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement, or a new registration
statement registering, under the Securities Act, the issuance of the Class A Shares issuable upon exercise of the Warrants. The
Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of
such post-effective amendment or registration statement, and a current prospectus relating thereto, until the expiration of the
Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment or registration statement has
not been declared effective by the sixtieth (60th) Business Day following the closing of the initial Business Combination, holders
of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the
initial Business Combination and ending upon such post-effective amendment or registration statement being declared effective by
the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the Class A Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption)
for that number of Class A Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of
Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over
the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume weighted average price of the Class A 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 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.



 






    12


     


    

  


		7.4.2.	Cashless Exercise at Company’s Option. If the Class A 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 “covered securities”
under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, 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 (i) 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 Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to
the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register
or qualify for sale the Class A Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence
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 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 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 or other entity organized and existing under the laws of the State of New
York, in good standing and having its principal office in the United States of America, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent
hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.



 






    13


     


    

  


		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 Shares not later
than the effective date of any such appointment.



 


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



 


		8.3.	Fees and Expenses of Warrant Agent.



 


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



 


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



 


		8.4.	Liability of Warrant Agent.



 


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



 


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



 


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



 





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


 






    14


     


    

  


		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:



 


VIDA FLaSH Acquisitions


8840 Wilshire, Floor 2


Beverly Hills, CA 90211


Attention: Frank Litvack, Chief Executive Officer


 


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


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


 


Attention: Compliance Department in each case, with
copies to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel L. Rubinstein, Esq.


Email: joel.rubinstein@whitecase.com


 


Goldman Sachs & Co. LLC


 


[...]


[...] 


Attn: [●] 


Email: [●]


 


and


 


Davis Polk & Wardwell LLP 


450 Lexington Avenue 


New York, New York 10017 


Attn: Derek J. Dostal, Esq. 


Email: derek.dostal@davispolk.com


 


		9.3.	Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. The Company hereby agrees
that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be 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 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.



 






    15


     


    

  


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



 


		9.5.	Examination of the Warrant Agreement. A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder of
any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant
Agent.



 


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



 


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



 


		9.8.	Amendments. This Agreement may be amended by the parties hereto without the consent of any
Registered Holder (i) for the purpose of (x) curing any ambiguity or to correct any defective provision contained herein, including
to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus,
(y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence
of subsection 4.1.2 or (z) 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, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require
the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely
with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this
Agreement with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the number of then outstanding Private
Placement Warrants and Working Capital 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.



 


[Signature Page Follows]


 






    16


     


    

 





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


 


	 	VIDA FLASH ACQUISITIONS
	 	 	 
	 	By:	
	 	Name:	                 
	 	Title:	 
	 	 
	 	
        CONTINENTAL STOCK TRANSFER &

        TRUST COMPANY, as Warrant Agent

	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 






     


     


    




 


EXHIBIT A 


 


PRIVATE PLACEMENT WARRANTS LEGEND 


 


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


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND 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.


 




     


     


    

 


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 


 


VIDA FLASH ACQUISITIONS 


 


Incorporated Under the Laws of the Cayman
Islands 


 


CUSIP G9460F129


 


Warrant Certificate 


 


This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of VIDA FLaSH Acquisitions,
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
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 






     


     


    

 


 


	 	VIDA FLASH ACQUISITIONS






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


 


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


 


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


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of 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 Ordinary Shares and herewith tenders payment for such Ordinary Shares to the
order of VIDA FLaSH Acquisitions (the “Company”) in the amount of $ in accordance with the terms hereof. The
undersigned requests that a certificate for such Ordinary Shares be registered in the name of , whose address is , and that such
Ordinary Shares be delivered to , whose address is . If said number of Ordinary Shares is less than all of the Ordinary Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary
Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 






     


     


    

 


	 	 	 
	Date: ,	 	 
	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	
	 	 	(Tax Identification Number)



 







	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
		 	 


 


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