Exhibit 4.6


 


WARRANT AGREEMENT


 


This
WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Plutonian Acquisition Corp., a Delaware
corporation, with offices at 1441 Broadway 3rd, 5th & 6th Floors, New York, NY 10018 (the “Company”), and
Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1
State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent,” also referred to
herein as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 5,750,000 units (including 750,000 units which
may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit comprised of one share
of common stock, $0.0001 par value (a “Share”), one right to receive one-sixth (1/6) of one Share upon the consummation
of the Company’s initial Business Combination (defined below), and one redeemable warrant that entitles the holder to purchase one
(1) Share at a price of $11.50 per Share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver
up to 5,750,000 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-[*] (“Registration Statement”) and prospectus (“Prospectus”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received a binding commitment (“Subscription Agreements”) from the Company’s sponsor, Plutonian
Investments LLC (the “Sponsor”), to purchase, simultaneously with the closing of the Public Offering, an aggregate
of 245,500 (or up to 266,125 if the underwriter’s over-allotment option is exercised in full) private units at a price of $10.00
per unit in a private placement (the “Private Units”), with each Private Unit comprised of one Share, one right, and
one redeemable warrant, and in connection therewith will issue and deliver up to 266,125 warrants underlying the Private Units (the “Private
Warrants”), each such Private Warrant entitling its holder to purchase one (1) Share at a price of $11.50 per Share, bearing
the legend set forth in Exhibit B hereto; and


 


WHEREAS,
the Company may issue up to an additional 60,000 Private Units, which would include up to 60,000 Private Warrants, in consideration of
certain working capital loans that may be made by the Sponsor or the Company’s officers, directors or affiliates (the “Working
Capital Warrants”); and


 


WHEREAS,
the Company may issue up to an additional 148,500 (or up to 170,775 if the underwriters’ over-allotment option is exercised in full)
Private Units, which would include up to 148,500 (or up to 170,775) Private Warrants, in consideration of certain extension loans that
may be made by the Sponsor or its affiliates or designees to extend the time for the Company to consummate its initial Business Combination
(the “Extension Warrants”); and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post-IPO Warrants” and,
together with the Public Warrants, Private Warrants, Working Capital Warrants, and Extension Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination; and


 


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


 


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


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, 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, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors
or Chief Executive Officer, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the
Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“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.


 


2.4.2. 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 then registered in the Warrant Register (“Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date of
the Prospectus or, if such 90th 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 EF Hutton, division of Benchmark Investments, LLC,
as representative of the several underwriters (the “Representative”), but in no event shall the securities comprising
the Units be separately traded until (A) the Company has filed a current report on Form 8-K (or other applicable form) with the SEC containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering, including the proceeds received
by the Company from the exercise by the underwriters of their right to purchase additional Units in the Public Offering (the “Over-Allotment
Option”), if the Over-Allotment Option is exercised prior to the filing of the Form 8-K (or other applicable form), and (B)
the Company has issued a press release and has filed with the SEC a current report on Form 8-K (or other applicable form) announcing when
such separate trading shall begin. In furtherance of the foregoing, the Company agrees to promptly prepare and file such Form 8-K (or
other report) and issue such press release and file the related Form 8-K (or other report) promptly following receipt by the Company of
the gross proceeds of the Public Offering.


 






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2.6. Attributes
of Private Warrants, Working Capital Warrants and Extension Warrants. The Working Capital Warrants and Extension Warrants will also
bear the legend set forth in Exhibit B hereto and will be identical to Private Warrants in all respects. The Private Warrants,
Working Capital Warrants and Extension Warrants will be subject to certain transfer restrictions and registration rights but will otherwise
be identical to the Public Warrants.


 


2.7. Post-IPO
Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except
as may be agreed upon by the Company.


 


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 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
refers to the price per share at which the Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days; provided, that the Company shall provide at least 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 commencing, on the later of, (i) 30 days after the consummation by
the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) or (2) 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to
occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00
p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation
of the Company (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become
exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with
respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant
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, however, that the Company will provide at least twenty (20) days’
prior written notice of any such extension to Registered Holders and, provided further that any such extension shall be applied consistently
to all of the Warrants.


 


3.3. Exercise
of Warrants.


 


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


 


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


 


(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants in exchange for that number of Shares
equal to the quotient obtained by dividing (x) the product of the number of Shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of
this Section 3.3.1(b), the “Fair Market Value” means the average reported last sale price of the Shares for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof; or


 






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(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days
after the closing of a Business Combination, by surrendering such Warrants in exchange for that number of Shares equal to the quotient
obtained by dividing (x) the product of the number of Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise
shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” means the average reported last sale price of the Shares for the ten (10) trading days ending
on the third trading day prior to the date of exercise.


 


3.3.2. Issuance
of Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price
(if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates, or book entry position, for
the number of 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 countersigned Warrant, or book entry position, for the number of shares as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash
settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Shares upon exercise
of a Warrant unless the Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the Registered Holder of the Warrants. In the event that the condition in the immediately preceding
sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid
the full purchase price for the Unit solely for the Shares underlying such Unit. Warrants may not be exercised by, or securities issued
to, any Registered Holder in any state in which such exercise or issuance would be unlawful.


 


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


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for Shares is issued shall for all purposes be deemed
to have become the holder of record of such 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, except that, if the
date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are
closed, such person shall be deemed to have become the holder of such shares 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 9.8% (the “Maximum
Percentage”) of the Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of Shares beneficially owned by such person and its affiliates shall include the number of Shares issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude 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 stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Shares, the holder may
rely on the number of outstanding 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 SEC as the case may be, (2) a
more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number
of 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 Shares then outstanding. In any case, the number of
outstanding 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 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. Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares, or by a split up of Shares, or other similar event, then, on the effective
date of such stock dividend, split up or similar event, the number of Shares issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding Shares.


 


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


 


4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Shares or other shares of the Company’s capital stock into which the
Warrants are convertible (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 the fair market value (as determined by the Company’s
Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding
shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend); provided, however,
that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described
in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash
dividends and cash distributions paid on the Shares during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether
or not any stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash
dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Shares
in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate
of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination. 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 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)). Furthermore,
solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were 100,000,000
shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their
right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000
shares equals $0.175 per share which is less than $0.50 per share.


 


4.4 Adjustments
in Exercise Price. Whenever the number of Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections
4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Shares so purchasable immediately thereafter.


 






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4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (other than a
change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Shares), or in the case of any merger
or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale
or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event. If any reclassification also results in a change in the Shares covered by Section 4.1, 4.2 or 4.3, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 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. Notwithstanding anything to the
contrary herein, in the event of any tender offer for shares of Shares, the offeror shall not make any tender offer for Warrants if the
effect of such offer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.


 


4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional Shares
or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s
initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance)
(the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business
Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, then the Warrant Price will
be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the Newly Issued Price, and
the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market
Value and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” means the volume
weighted average reported trading price of the Shares for the twenty (20) trading days starting on the trading day prior to the date of
the consummation of the Business Combination.


 


4.7 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, 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.


 


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


 






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4.9. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, 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.


 


4.10 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, 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.


 


5. Transfer and
Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, 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, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private
Warrants, Working Capital Warrants, Extension Warrants and Post-IPO Warrants. The Warrant Agent shall not register any transfer of
Private Warrants, Working Capital Warrants, Extension Warrants or Post-IPO Warrants until after the consummation by the Company of an
initial Business Combination, except for transfers (i) among the initial stockholders or to the initial stockholders’ or the
Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s
liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family
or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning
purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in
connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants
were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business
Combination or (ix) 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 the Company’s stockholders having the right
to exchange their Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the
Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented
with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal
guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable
agreement the transferor is bound by.


 






    7


     


    

 


5.7. Transfers
prior to Detachment. 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 5.7 shall have no effect on any transfer of Warrants on or after
the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the closing price of the Shares equals or exceeds $18.00 per share (the “Redemption Trigger
Price”) (subject to adjustment in accordance with Section 4 hereof) on any twenty (20) trading days within any thirty
(30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on
which notice of redemption is given and provided that there is an effective registration statement covering the Shares issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected
to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if
and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of Shares upon
exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable
to effect such registration or qualification.


 


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


 


 


6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3
of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and
prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of Shares to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


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


 


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


 


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


 






    8


     


    

 


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


 


7.4. Registration
of Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its
best efforts to file with SEC a registration statement for the registration, under the Securities Act, of the Shares issuable upon exercise
of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states
in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Shares issuable
upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to
become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared
effective by SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering
the Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance
with Section 3.3.1(c). The Company shall 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 Section 7.4 is not required to be registered under the Securities Act and (ii) the Shares issued upon such exercise
will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with
its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified,
amended, or deleted without the prior written consent of the Representative.


 


8. Concerning
the Warrant Agent and Other Matters.


 


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


 


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


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations. 


 






    9


     


    

 


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


 


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


 


8.3. Fees
and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will 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, President, Chief Financial Officer, Secretary or Chairman of the Board of Directors
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


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


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Shares to be issued pursuant to this Agreement, or any Warrant or as to whether any Shares will, when issued, be
valid and fully paid and nonassessable.


 


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


 


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.


 






    10


     


    

 


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 (i) if by email when the email is sent, (ii) if by hand or overnight delivery, when so
delivered, or (iii) 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:


 


Plutonian Acquisition
Corp.


1441 Broadway 3rd,
5th & 6th Floors


New York NY 10018


Attn: Wei Kwang
Ng, Chief Executive Officer


E-mail: qiangtan@plutoniancorp.com


 


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 (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent
by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1 State
Street, 30th Floor


New York, New York 10004


Attn:
Compliance Department


 


with a copy in each case
to:


 


Wilson Sonsini Goodrich
& Rosati


Professional Corporation


1301 Avenue of the
Americas


New York, NY 10019


Attn: Sally Yin


E-mail: syin@wsgr.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, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. Subject to applicable law, 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 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 Securities Act and 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.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 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
the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the Registered Holders
of the Warrants.


 






    11


     


    

 


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


 


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


 


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


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the Registered Holders of (i) a majority
of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or in connection with, the consummation
of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken
after the consummation of a Business Combination. 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. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9 Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.


 


9.10 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] 


 






    12


     


    

 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	 	Plutonian Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:  	Wei Kwang Ng
	 	Its:	Chief Executive Officer
	 	 	 
	 	Continental Stock Transfer & Trust Company, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


 


WARRANT CERTIFICATE


 




     


     


    

 


EXHIBIT B


 


LEGEND FOR PRIVATE WARRANTS


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG PLUTONIAN ACQUISITION CORP. (THE “COMPANY”), EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC,
AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) THAT AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND 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.