Exhibit 10.3


 


AMENDED AND RESTATED

WARRANT AGREEMENT


 


This AMENDED AND RESTATED WARRANT AGREEMENT (“Warrant
Agreement”) is made as of September 21, 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company (the “Warrant Agent”).


 


WHEREAS, the Company completed an initial public
offering (the “Public Offering”) of 17,250,000 units (the “Units”) of the Company, inclusive
of the underwriters’ exercise of their over-allotment option in full, each Unit consisting of one share of common stock, par value
$0.0001 per share (the “Common Stock”), one right to receive one-twentieth of one share of Common Stock, and one warrant
(the “Public Warrant” or “Public Warrants”), each whole Public Warrant entitling its holder to purchase
one-half of one share of Common Stock (the “Public Warrant Shares”);


 


WHEREAS, the Company entered into Subscription Agreements
dated as of December 23, 2020 (collectively, the “Private Placement Subscription Agreements”), with Ventoux Acquisition
Holdings LLC (the “Co-Sponsor”) and Chardan International Investments, LLC (the “Co-Sponsor II”,
and together with the Co-Sponsor, the “Sponsors”), pursuant to which the Co-Sponsor purchased 4,450,000 warrants
and the Co-Sponsor II purchased 2,225,000 warrants, for an aggregate purchase of 6,675,000 warrants, each for a purchase
price of $1.00 per warrant (the “Private Warrants”, together with the Public Warrants, the “Initial Warrants”),
each whole Private Warrant entitling its holder to purchase one share of Common Stock (“Private Warrant Shares”, and
together with the Public Warrant Shares, the “Initial Warrant Shares”);


 


WHEREAS, (a) the Company, Co-Sponsor and
Co-Sponsor II desire to cancel 550,000 of the Private Warrants on a pro-rata basis between Co-Sponsor and Co-Sponsor II and (b)
transfer 500,000 Private Warrants to affiliates of Silver Rock Capital Partners LP (collectively, (“Silver Rock”)
in consideration for the termination of that certain Amended and Restated Subscription Agreement, dated July 25, 2022, entered into
among the Company, Silver Rock and Target (as defined below);


 


WHEREAS, the Company and Warrant Agent entered into
that certain Warrant Agreement, dated as of December 23, 2020 (the “Original Warrant Agreement”), which provides
for the form and provisions of the Initial Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitations of rights, and immunities of the Company, the Warrant Agent and the holders of the Initial Warrants;


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “SEC”), and the SEC has declared effective, a Registration Statement on Form S-1,
No. 333-251048 (“Registration Statement”), for the registration, under the Securities Act of 1933, as
amended (the “Act”) relating to the issuance of, among other securities, the Public Warrants;


 


WHEREAS, the Company, Ventoux Merger Sub I,
Inc. (“First Merger Sub”), Ventoux Merger Sub II, LLC (“Second Merger Sub”) and E La Carte,
Inc. (the “Target”) have entered into that certain Agreement and Plan of Merger, dated as of November 10, 2021
(as amended, the “Merger Agreement”), pursuant to which (and subject to the terms and conditions set forth therein)
First Merger Sub will merge with and into the Target, with the Target surviving such merger as a wholly-owned subsidiary of the Company
(the “First Merger”), and immediately following the First Merger, the surviving corporation will merge with and into
Second Merger Sub, with Second Merger Sub continuing on as the surviving entity as a wholly-owned subsidiary of the Company (the merger
transactions collectively referred to as the “Merger”);


 


WHEREAS, following the consummation
of the transactions contemplated in the Merger Agreement, the Company will be renamed Presto Automation Inc.;


 


WHEREAS, the Company and the
Target have entered into a credit agreement (the “Credit Agreement”), dated September 21, 2022 with certain lending
parties pursuant to which the lending parties made available to the Target a senior secured single draw term loan facility in the maximum
committed principal amount of Fifty Five Million and No/100 Dollars ($55,000,000.00);


 






     


     


    

 


WHEREAS, the Company has,
concurrently with entering into the Credit Agreement, entered into a Subscription Agreement, dated as of September 21, 2022 (the “Warrant
Subscription Agreement” and together with the Private Placement Subscription Agreements, the “Subscription Agreements”)
with certain lending parties to the Credit Agreement (each a “Subscriber” and collectively, the “Subscribers”),
pursuant to which the Company has agreed to issue to the Subscribers warrants to purchase an aggregate of 1,500,000 shares of Common Stock
(the “Financing Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares”)
for an initial exercise price of $11.50 per share of Common Stock (the “Financing Warrants” and, together with the
Initial Warrants, the “Warrants”);


 


WHEREAS, each Public Warrant entitles the holder
thereof to purchase one-half of one share of Common Stock at a price of $8.21 per whole share; and each Private Warrant and Financing
Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein;


 


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, terms and provisions of the Warrants, including 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;


 


WHEREAS, in connection with the foregoing, the Company
and the Warrant Agent desire to amend and restate the Original Warrant Agreement in the form of this Agreement, in accordance with Section 9.8
of the Original Warrant Agreement, such that this Agreement will take effect and supersede the Original Warrant Agreement in its entirety
as of immediately prior to the effective time of the Merger (concurrently with the issuance of the Financing 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 legally valid and binding obligations of the Company, and to authorize the execution and delivery of this
Warrant 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 Warrant Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant other than
a Private Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board, the
Chief Executive Officer or the Chief Financial Officer of the Company. The Financing Warrants shall be identical to the Public Warrants,
except that the Financing Warrants shall be exercisable for one share of Common Stock. 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 Effect of Countersignature. Unless and
until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be
exercised by the holder thereof.


 






    2


     


    

 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant Agent
shall maintain books (the “Warrant Register”), for the registration of the original issuance and transfers 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.


 


2.3.2 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
shall be registered upon 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.


 


2.4
Financing Warrants. The Financing Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s
option pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company.


 


2.5 Private Warrants.


 


2.5.1 Cancellation of Certain Private Warrants.
Of the 6,675,000 Private Warrants outstanding immediately prior to the execution of this Warrant Agreement, 550,000 Private Warrants shall
be cancelled, on a pro rata basis between Co-Sponsor and Co-Sponsor II, effective as of the date hereof.


 


2.5.2 Exercise and Redemption. The Private
Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3
hereof and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers
or any of their permitted transferees (as prescribed in the Subscription Agreements) or Silver Rock.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall, when
countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the exercise price of (i) $11.50 per whole
share for the Financing Warrants and the Private Warrants and (ii) $8.21 per whole share for the Public Warrants, subject to the adjustments
provided in Section 4 hereof. The term “Warrant Price” as used in this Warrant Agreement refers to the price per
whole share at which shares of Common Stock may be purchased at the time such Warrant is exercised. The Public Warrants may only be exercised
for a whole number of Warrant Shares by a Registered Holder.


 


3.2 Duration of Warrants. A Warrant may be
exercised only during the period (“Exercise Period”) commencing on the date of completion of the Company’s initial
business combination, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) (A) with respect
to the Public Warrants, the Private Warrants (except as provided in the following clause (B)) and the Financing Warrants, five years
following the completion of the Company’s initial business combination, and (B) only with respect to the Warrants purchased
by Co-Sponsor II, five years from the effective date of the Registration Statement with respect to the Private Warrants, provided
that once the Private Warrants are not beneficially owned by Co-Sponsor II or any of its related persons anymore, the Private Warrants
may not be exercised five years following the completion of the Company’s initial business combination, and (ii) the date
fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (except as provided in Section 2.5)
(“Expiration Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than 10 days
to Registered Holders of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants.


 






    3


     


    

 


3.3 Exercise of Warrants.


 


3.3.1 Cash Exercise. Subject to the provisions
of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company, 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, currently being:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department


 


with the subscription form, as set forth in
the Warrant, duly executed, and by paying in full, in lawful money of the United States, by certified or bank cashier’s
check payable to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s bank account, the Warrant Price for
each whole Warrant 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 Warrant Shares, and the issuance of the Warrant Shares (such exercise, a
“Cash Exercise”). A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered
Holder only during such times that there is an effective registration statement registering the Warrant Shares, with the prospectus
contained therein being available for the resale of the Warrant Shares.


 


3.3.2 Cashless Exercise. Notwithstanding
anything contained herein to the contrary, if there is no effective registration statement registering the Warrant Shares on any day
the Registered Holder desires to exercise the Warrants and more than 120 days have passed since the Company completed its initial
business combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of making a cash payment for whole numbers
of Warrant Shares, by providing notice to the Chief Financial Officer of the Company in a subscription form of its election to utilize
cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to the Holder.


 


Y = the number of Warrant Shares with respect to which this
Warrant is being exercised.


 


A = the Fair Market Value of one share of Common Stock.


 


B = the Warrant Price.


 


The Registered Holder may not exercise any Warrants
in the absence of a registration statement except pursuant to this Section 3.3.2. For purposes of this Section 3.3.2
and Section 4.1, the “Fair Market Value” of one share of Common Stock is defined as follows:


 


	 	(i)	if the Company’s shares of Common Stock are listed and traded on the New York
Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market (each, a “Trading
Market”), the fair market value shall be deemed the average of the closing price on such Trading Market for the 10 trading
days ending on the third trading day immediately prior to the date the subscription form is submitted to the Company in connection
with the exercise of the Warrant; or



 


	 	(ii)	if the Company’s shares of Common Stock are not listed on a Trading Market, but is
traded in the over-the-counter market, the fair market value shall be deemed to be the average of the bid price on such Trading Market
for the 10 trading days ending on the third trading day immediately prior to the date the subscription form is submitted in
connection with the exercise of the Warrant; or



 






    4


     


    

 


		(iii)	if there is no active public market for the Company’s shares of Common Stock, the fair
market value of the shares of Common Stock shall be determined in good faith by the Company’s board of directors.



 


3.3.3 Fractional Shares. Notwithstanding
any provision to the contrary contained in this Warrant Agreement, the Company shall not be required to issue any fraction of a Warrant
Share in connection with the exercise of Warrants, and in any case where the Registered Holder would be entitled under the terms of the
Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue or cause to be issued
only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of a Warrant Share will be disregarded);
provided, that if more than one Warrant certificate is presented for exercise at the same time by the same Registered Holder, the number
of whole Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant
Shares issuable on exercise of all such Warrants.


 


3.3.4 Issuance of
Common Stock Certificates. No later than three business days following the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the
Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or
at the option of the Registered Holder, a book-entry position and deliver electronically through the facilities of the Depository
Trust Corporation) the number of whole shares of Common Stock to which such Registered Holder is entitled, registered in such name
or names as may be directed by such Registered Holder, and, if such Warrant shall not have been exercised or surrendered in full, a
new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant
shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be
delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration
statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a
current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the
Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from
the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable
securities laws of the states or other jurisdictions in which the Registered Holder resides. 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. In addition, in no
event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash
settle” the Warrant.


 


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


 


3.3.6 Date of Issuance. Each person or entity
in whose name any book-entry position or certificate for shares of Common Stock is issued shall, for all purposes, be deemed to have become
the holder of record of such shares of Common Stock on the date on which the Warrant (or book-entry position representing such Warrant)
was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock 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 stock transfer books or book-entry system are open.


 


3.3.7 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 3.3.7; however,
no holder of a Warrant shall be subject to this subsection 3.3.7 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 9.9% (the “Maximum Percentage”) of
the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude the shares
of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned
by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock
as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the 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 of Common Stock outstanding. For any
reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two business days, confirm orally
and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and
its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company,
the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day
after such notice is delivered to the Company.


 






    5


     


    

 


4. Adjustments.


 


4.1 Stock Dividends,
Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares of
Common Stock is increased or decreased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of
shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the
number of shares of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase
or decrease in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders
to purchase shares of Common Stock at a price less than the Fair Market Value shall be deemed a stock dividend of a number of shares
of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or
issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of
Common Stock) multiplied by (ii) one minus the quotient of (x) the price per share of Common Stock paid in such rights
offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, if the rights offering is for securities
convertible into or exercisable for shares of Common Stock, in determining the price payable for the shares of Common Stock, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
conversion.


 


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


 


4.3 Extraordinary Dividends. If the Company,
at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares
of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the shares of Common
Stock in connection with a proposed initial business combination or vote to extend the time period to complete an initial business combination,
(d) as a result of the repurchase of shares of Common Stock by the Company in connection with an initial business combination or
as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith
or (e) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a business
combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the
fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each
share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends
and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable
on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). The foregoing adjustment
shall not apply to the Private Warrants or the Financing Warrants.


 






    6


     


    

 


4.4 Adjustments in Exercise Price. Whenever
the number of shares of Common Stock 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable
immediately thereafter.


 


4.5 Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Sections 4.1, 4.2 or 4.3 hereof or one that solely affects the par value of such shares of Common
Stock), or, in the case of any merger or consolidation of the Company with or into another entity (other than a consolidation or
merger in which the Company is the continuing entity and that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the
Registered 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 Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Registered Holder would have received if such Registered Holder had exercised his, her
or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common
Stock covered by Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 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 shall the Warrant Price be reduced to less than the par value per
share of Common Stock issuable upon exercise of the Warrant.


 


4.6 Notices of Changes in Warrant. Upon every
adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock 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 – 4.5 the Company shall give written notice to each Registered Holder, at the last address set forth for such
Registered Holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such event.


 


4.7 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 Warrant 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.


 


4.8 Notice of Certain Transactions. In the
event that the Company shall (a) offer to holders of all its shares of Common Stock rights to subscribe for or to purchase any securities
convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any
rights, options or warrants entitling all the holders of shares of Common Stock to subscribe for shares of Common Stock, or (c) make
a tender offer, redemption offer or exchange offer with respect to the shares of Common Stock, the Company shall send to the Registered
Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the
Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance
or event is to take place and the date of participation therein by the holders of shares of Common Stock, if any such date is to be fixed,
and shall briefly indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock
and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant
and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such
action. Such notice shall be given as promptly as practicable after the Company has taken any such action.


 






    7


     


    

 


4.9 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 into the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any
such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled
by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon the Company’s
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, in the event a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and shall 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 Warrant 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.


 


6. Redemption.


 


6.1 Redemption. Subject to Section 2.4, Section
2.5.2 and the second sentence of this Section 6.1, all (and 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 from and after the Warrants become exercisable, and prior to their expiration,
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 last sales price of the shares of Common Stock has been equal to or greater than (i) $16.50 per share
in the case of the Private Warrants or (ii)165% of the volume weighted average trading price of the Common Stock during the 20 trading
day period starting on the trading day prior to the day on which the Company consummated the Merger in the case of the Public Warrants
(subject to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty (20) trading days within a thirty
(30) trading day period ending on the third business day prior to the date on which notice of redemption is given and provided further
that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants and a current
prospectus relating thereto, for each day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption
Date (defined below). For avoidance of doubt, if and when the warrants become redeemable by the Company under this Section, the Company
may exercise its redemption right, even if it is unable to register or qualify the Warrant Shares for sale under all applicable state
securities laws.


 






    8


     


    

 


6.2 Date Fixed for, and Notice of, Redemption.
In the event the Company shall elect to redeem all of the Warrants, 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 30 days
prior to the date fixed for redemption to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
appear on the Warrant Register. 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 in accordance with Section 3 of this Warrant 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; provided that the Company may require
the Registered Holder who desires to exercise the Warrant to elect cashless exercise as set forth under Section 3.3.2, and such Registered
Holder must exercise the Warrants on a cashless basis if the Company so requires. On and after the Redemption Date, the Registered Holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4 No Other Rights to Cash Payment. Except
for a redemption in accordance with this Section 6, no Registered Holder of any Warrant shall be entitled to any cash payment whatsoever
from the Company in connection with the ownership, exercise or surrender of any Warrant under this Warrant Agreement.


 


7. Other Provisions Relating to Rights of Registered
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 terms shall, in the case of a mutilated Warrant, include the surrender thereof), issue a
new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be
at any time enforceable by anyone.


 


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


 


7.4 Registration of shares of Common Stock.
The Company agrees that as soon as practicable, but in no event later than 30 days after the date hereof, it shall use its best efforts
to file with the SEC a registration statement for the registration under the Act of the shares of Common Stock issuable upon
exercise of the Warrants, and 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 Warrant Agreement.
In addition, the Company agrees to use its best efforts to register the shares of Common Stock issuable upon exercise of the Warrants
under state blue sky laws, to the extent an exemption is not available.


 






    9


     


    

 


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 of Common Stock 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 of Common Stock.


 


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 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 30 days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the Registered Holder of the Warrant (who shall, with such notice, submit his, her or its Warrant
for inspection by the Company), then the Registered 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. 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 be authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authorities. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon request of any
successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


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


 


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


 


8.3Fees and Expenses of Warrant Agent.


 


8.3.1Remuneration. The Company agrees to
pay the Warrant Agent reasonable remuneration for its services as 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 Warrant Agreement.


 


8.4 Liability of Warrant Agent.


 


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


 






    10


     


    

 


8.4.2 Indemnity. The Warrant Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
and hold 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 Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful
misconduct or bad faith.


 


8.4.3 Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Warrant 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 Warrant 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 of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares
of Common Stock will 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 Warrant 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 moneys received by the Warrant Agent for the purchase of shares of the Company’s shares of Common Stock
through the exercise of Warrants.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants and provisions
of this Warrant 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 Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder of any Warrant to or on the
Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address
is filed in writing by the Company with the Warrant Agent) as follows:


 


Presto Automation Inc.


985 Industrial Road


San Carlos, CA 94070


 


with a copy (which shall not constitute
notice) to:


 


White and Case LLP


1221 Avenue of the Americas


New York, NY 10020-1095


Attn: Colin Diamond


 


Any notice, statement or demand authorized by this Warrant Agreement
to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or
sent by registered or certified mail or overnight courier service, 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


 






    11


     


    

 


Any notice, sent pursuant to this Warrant Agreement shall be effective,
if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day
of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification
thereof.


 


9.3 Applicable Law. The validity, interpretation,
and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York,
without giving effect to conflict of laws. Subject to applicable law, the Company and the Warrant Agent hereby agree that any action,
proceeding or claim against either of them arising out of or relating in any way to this Warrant 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 exclusive forum for any such action, proceeding or claim. The Company and the
Warrant Agent hereby waive 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.


 


Any such process or summons to be served upon the
Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the party receiving such service in any action, proceeding or claim.


 


9.4 Persons Having
Rights under this Warrant Agreement. Nothing in this Warrant 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 2.5 hereof, the Representative and the
underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant 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 Warrant 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 Registered
Holder to submit his, her or its Warrant for inspection.


 


9.6 Counterparts- Facsimile Signatures. This
Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall, for all purposes, be deemed to be
an original, and all such counterparts shall together constitute one and the same instrument. Facsimile signatures shall constitute original
signatures for all purposes of this Warrant Agreement.


 


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


 






    12


     


    

 


9.8 Amendments. This Warrant Agreement and
any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental Agreement”),
without the consent of any of the Warrant holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Warrant
Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrant certificates, (ii) evidencing the
succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in
this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant
Agent with respect to the Warrants, (iv) adding to the covenants of the Company for the benefit of the Registered Holders or surrendering
any right or power conferred upon the Company under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants
in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the Registered
Holders in any material respect. Any amendment to the terms of the Financing Warrants shall require the written consent of the Registered
Holders of a majority of the then outstanding Financing Warrants. All other modifications or amendments to this Warrant Agreement, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the Registered Holders
of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period
in accordance with Section 3.2 without such consent.


 


9.9 Severability. This Warrant 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 Warrant 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 Warrant 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]


 






    13


     


    

 


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


 


	 	VENTOUX CCM ACQUISITION CORP.
	 	 
	 	By:	 /s/ Matt MacDonald
	 	 	Name:	Matt MacDonald
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 /s/ Luis Ortiz
	 	 	Name: 	 Luis Ortiz
	 	 	Title:	 Vice President



 






    14


     


    





 


Exhibit A

Form of Warrant

SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	 	[   ] WARRANTS
	WA-	 	 


 


(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
TO 5:00 P.M.

NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S

INITIAL BUSINESS COMBINATION)

PRESTO AUTOMATION INC.


 


CUSIP 92280L119


 


WARRANT


 


THIS WARRANT CERTIFIES THAT, for value received, or registered assigns,
is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five years from the completion
of the Company’s initial business combination, to purchase one-half of one fully paid and non-assessable share (the “Warrant
Shares”), of common stock, par value $0.0001 per share (the “Common Stock”), of Presto Automation Inc., a Delaware corporation
(the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall
be interpreted under the terms and conditions of the Warrant Agreement (as defined below).


 


The Warrant entitles the holder thereof to purchase
from the Company, from time to time, in whole or in part, commencing on the later to occur of (i) the completion of the Company’s
initial business combination or (ii) twelve (12) months following the closing of the Company’s initial public offering,
such number of Warrant Shares at the Warrant Price (as defined in the Warrant Agreement), upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”),
such payment to be made subject to the conditions set forth herein and in the Amended and Restated Warrant Agreement, dated September
21, 2022, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered holder(s) of
this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The Warrant
Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder,
set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant Certificate
refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised.


 


This Warrant will expire on the date first referenced
above if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agreement or if it is not
redeemed by the Company prior to such date.


 


No fractional shares will be issued upon any exercise
of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will,
upon exercise, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction
of a share will be disregarded).


 


Upon any exercise of the Warrant for less than the
total number of full Warrant Shares provided for herein, there shall be issued to the registered holder(s) hereof or its assignee(s) a
new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when surrendered at the office
or agency of the Warrant Agent by the registered holder(s) hereof in person or by 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 and evidencing in the aggregate a like number of Warrants.


 






    15


     


    

 


Upon due presentment for registration of transfer
of the Warrant Certificate at the office or agency 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 applicable tax or other governmental charge.


 


The Company and the Warrant Agent may deem and treat
the registered holder(s) 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 registered holder(s), and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does not entitle the registered holder(s) to
any of the rights of a stockholder of the Company.


 


After the Warrant becomes exercisable and prior
to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice of call in writing to the holder(s) of
record of the Warrant, giving 30 days’ written notice of such call if the last reported sale price of the Common Stock has
been equal to or greater than (i) $16.50 per share in the case of the Private Warrants or (ii)165% of the volume weighted average trading
price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated
the Merger in the case of the Public Warrants for any 20 trading for any 20 trading days within a 30 trading day period ending
on the third trading day prior to the date on which notice of such call is given, provided that (i) a registration statement under
the Securities Act of 1933, as amended (the “Act”) with respect to the shares of Common Stock issuable upon exercise
must be effective and a current prospectus must be available for use by the registered holders hereof or (ii) the Warrants may be
exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise is exempt from registration under the Act.
The call price is $0.01 per Warrant Share. No fractional shares will be issued upon exercise of the Warrant.


 


If the foregoing conditions are satisfied and the
Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled
for redemption; provided that the Company may require the Registered Holder who desires to exercise the Warrant, to elect cashless exercise
as set forth in the Warrant Agreement, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires.
Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and have no further value except for the $0.01 call price.


 





	By	 	 
	 	Chief Executive Officer	 



 






    16


     


    




 


[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder(s) in
Order to Exercise Warrants


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive shares of Common Stock in accordance with the terms of this Warrant Certificate
and pursuant to the method selected below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth
in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 


	 	 	a “Cash Exercise” with respect to Warrant Shares; and/or
	 	 	a “Cashless
    Exercise” with respect to Warrant Shares because either (x) the Warrant Certificate is a Private Warrant, a Financing
    Warrant or (y) on the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the
    prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the
    registered holder(s) shares of Common Stock pursuant to Section 3.3.2 of the Warrant Agreement.


 


The undersigned requests that a certificate for
such shares be registered in the name(s) of:


 


	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


and be delivered to


 


(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)


 


and, if such number of Warrants shall not be all the Warrants evidenced
by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered
to, the registered holder(s) at the address(es) stated below:


 


	Dated:	 	 
	 	 	 
	(SIGNATURE(S))	 	 
	 	 	 
	(ADDRESS(ES))	 	 
	 	 	 
	(TAX IDENTIFICATION NUMBER(S))	 	 



 






    17


     


    

 


ASSIGNMENT


 


To Be Executed by the Registered Holder in Order
to Assign Warrants


 






 


	For Value Received, hereby sell(s), assign(s), and transfer(s) unto
	 	 	 
	(PLEASE TYPE OR PRINT NAME(S) AND

ADDRESS(ES))
	 	 	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


and to be delivered to


 


	 	 	 	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S)	 	 
	 	 	AND ADDRESS(ES))	 	 





	 	 	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))
	 
	of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 
	 	 	 
	(SIGNATURE(S))	 	 


 


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


	Signature(s) Guaranteed:	 	 
	 	 	 
	By	 	 	 	 
	 	 	 	 	 





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


 


 


18