EX-10.4




 Exhibit 10.4 

Form of Amended and Restated Warrant Agreement 

AMENDED AND RESTATED WARRANT AGREEMENT 

This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of October 31, 2022 between Ignyte Acquisition
Corp., a Delaware corporation, with offices at 640 Fifth Avenue, 4th Floor, New York, New York 10019 (“Company”), and Continental Stock Transfer & Trust Company, a New
York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). 

WHEREAS, on February 1, 2021, the Company completed a public offering (“Public Offering”) of 5,750,000 units (including
750,000 units which were issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (“Unit”) comprised of one share of common stock of the Company, par value $.0001 per share
(“Common Stock”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as
described herein, and, in connection therewith, issued and delivered up to 2,875,000 whole warrants (the “Public Warrants”) to the public investors in connection with the Public Offering; 

WHEREAS, the Company filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-252011 (“Registration Statement”) and prospectus (“Prospectus”), for the registration, under the Securities Act of 1933, as
amended (“Act”) of, among other securities, the Public Warrants; 
 WHEREAS, the Company received binding commitments from
the Company’s initial stockholder to purchase up to an aggregate of 2,500,000 warrants (including 150,000 purchased upon exercise in full of the underwriters’ overallotment option) (the “Private Warrants”) upon
consummation of the Public Offering; 
 WHEREAS, the Company may issue up to an additional 1,500,000 warrants (“Working Capital
Warrants”) in satisfaction of certain working capital loans made by the Company’s officers, directors, initial stockholders and their affiliates; 

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

WHEREAS, the Company and Warrant Agent entered into that certain Warrant Agreement, dated as of January 27, 2021 (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 entered into that certain business combination agreement, dated
as of April 28, 2022 (as amended, restated, or otherwise modified from time to time in accordance with its terms), with Ignyte Korea Co., Ltd., a corporation organized under the laws of the Republic of Korea, and Peak Bio Co., Ltd., a
corporation organized under the laws of the Republic of Korea, pursuant to which the parties thereto shall, among other things, consummate the Business Combination; 

WHEREAS, the Company has entered into subscription agreements, dated as of April 28, 2022, as amended on October [•], 2022 (the
“Subscription Agreements”) with certain investors (the “Investors”), pursuant to which the Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Investors,
effective as of immediately prior to the effective time of the Business Combination, (a) an aggregate of [•] shares of Common Stock, and (b) warrants to purchase an aggregate of [•] shares of Common Stock for an exercise price of
$0.01 per share of Common Stock (the “PIPE Financing Warrants” and, together with the Initial Warrants, the “Warrants”); 











 WHEREAS, each Initial Warrant entitles the holder thereof to purchase one share of Common
Stock for $11.50 per share, subject to adjustment as described herein; 
 WHEREAS, each PIPE Financing Warrant will upon its issuance
pursuant to the Subscription Agreements entitle the holder thereof to purchase one share of Common Stock for $0.01 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 and provisions of the Initial Warrants and the PIPE Financing 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; 
 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 Business Combination (concurrently with the issuance of the PIPE 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 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 Initial Warrant and PIPE Financing Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A and Exhibit B, respectively, 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 and 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 trade separately. 

2.6. Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be identical to the
Public Warrants, except that such Warrants (i) in accordance with Section 6.4 hereof, will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long
as they are held by the initial purchasers or their Permitted Transferees (as defined in Section 5.6 hereof). Once a Private Warrant or Working Capital Warrant is transferred to a holder other than an Permitted Transferee, it shall be treated
as a Public Warrant hereunder for all purposes. 
 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 whole Initial Warrant or PIPE Financing Warrant shall, when countersigned by the Warrant Agent (except with
respect to uncertificated Warrants), entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 or
$0.01 per share, respectively, 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 of Common Stock 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 (a day other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business, each a “Business Day”) Business Days; provided, that the Company shall provide
at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants. 

3.2. Duration of Warrants. 

3.2.1. Initial Warrants. An Initial Warrant may be exercised only during the period commencing on the date that is thirty
(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) 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) other than with respect to the Private Warrants and the Working Capital Warrants to the extent then held by the initial purchasers thereof or their respective Permitted Transferees, with respect to a redemption
pursuant to Section 6.1 (an “Inapplicable Redemption”), 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 Trust Account (defined
below) (“Expiration Date”). The period of time from the date the Initial Warrants will first become exercisable until the expiration of the Initial Warrants shall hereafter be referred to as the “Initial Warrant 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 (other than a Private Warrant or Working Capital Warrant in the event of an
Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 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. 

3.3.2. PIPE Financing Warrants. A PIPE Financing Warrant may be exercised only during the period commencing on the date that is thirty
(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) and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is one (1) year after the date on which the Company consummates a
Business Combination and (ii) the liquidation of the Trust Account. The period of time from the date the PIPE Financing Warrants will first become exercisable until the expiration of the Pipe Financing Warrants shall hereafter be referred to as
the “PIPE Financing Warrant Exercise Period.” 
 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 of Common Stock 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 good bank draft payable to the order of the Warrant Agent
or wire transfer; 
 (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 for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
Section 3.3.1(b), the “Fair Market Value” shall mean the average reported closing price of the Common Stock for the five (5) trading days (any day on which the Common Stock is traded on a national securities exchange or quoted
for trading on one or more OTC Markets) ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or 

(c) with respect to any Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital
Warrants are held by the initial purchasers or their permitted transferees, by surrendering such Private Warrants or Working Capital Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” 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” shall mean the average reported closing price of the Common
Stock for the five (5) trading days ending on the third trading day prior to the date of exercise; or 
 (d) 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 for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” 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(d), the “Fair Market Value” shall
mean the average reported last sale price of the Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise. 











 3.3.2. Issuance of Shares of Common Stock. 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 of Common Stock
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, 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 exercise of a Public Warrant or PIPE Financing Warrant. No Public Warrant or PIPE Financing Warrant
shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Public Warrant or PIPE Financing Warrant unless the Common Stock issuable upon such Public Warrant or PIPE Financing Warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of such Public Warrant or PIPE Financing Warrant. In the event that the condition in the immediately
preceding sentence is not satisfied with respect to a Public Warrant or PIPE Financing Warrant, the holder of such Public Warrant or PIPE Financing Warrant shall not be entitled to exercise such Public Warrant or PIPE Financing Warrant for cash and
such Public Warrant or PIPE Financing Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrant or PIPE Financing Warrant shall have paid the full purchase price for the Unit solely for the
shares of Common Stock 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 of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable. 
 3.3.4. Date of Issuance. Each person in whose name any book entry position or
certificate for shares of Common Stock 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 cause 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 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 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 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 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 (2) 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. 











 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 of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock. 

4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.8 hereof, the number of
outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, 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 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 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 shareholders 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 Common Stock 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 shareholders 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 of Common Stock 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 of Common Stock 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 Common Stock 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 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 (x) 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 (y) 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 Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding 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 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 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 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 Common Stock 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. 

4.6. Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues
additional shares of Common Stock 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), (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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company
issues the Common Stock or equity-linked securities. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the Common Stock 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 up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder. 

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 and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working
Capital 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 Common Stock 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 or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.












 5.7. Transfer of PIPE Financing Warrants to Affiliates. The Investors shall be
permitted to transfer the PIPE Financing Warrants to their respective affiliates so long as such affiliates have entered into a written agreement with the Company agreeing to comply with any applicable transfer restrictions under federal and state
securities laws in accordance with the provisions of the Subscription Agreements and this Agreement. 
 5.8 Transfer of Warrants.
Each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. This Section 5.8 shall only apply to the Public Warrants, as they were issued in conjunction
with Units. 
 6. Redemption. 
 6.1.
Redemption. Subject to Section 6.4 and Section 6.5 hereof, not less than all of the outstanding Initial Warrants may be redeemed, at the option of the Company, at any time during the Initial Warrant 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 Common Stock equals or exceeds $18.00 per share (subject to
adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Initial 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 of Common Stock issuable upon exercise of the Initial Warrants, and a current prospectus relating thereto, available
throughout the 30-day redemption or the Company has elected to require the exercise of the Initial Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when
the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Public 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 Public 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 Public 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 of Common Stock 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. 
 6.4 Exclusion of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6
shall not apply to (i) the Private Warrants and Working Capital Warrants if at the time of the redemption such Private Warrants or Working Capital Warrants continue to be held by the initial purchasers or their Permitted Transferees or
(ii) Post IPO Warrants if such warrants provide that they are non-redeemable by the Company. However, with respect to the Private Warrants or Working Capital Warrants, once such Private Warrants or
Working Capital Warrants are transferred (other than to Permitted Transferees under Section 5.6), the Company may redeem the Private Warrants and Working Capital Warrants in the same manner as the Public Warrants. 

6.5 Exclusion of PIPE Financing Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply
to the PIPE Financing Warrants. 











 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. 
 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 Agreement. 

7.4. Registration of Shares of Common Stock. 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 the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock 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 of Common Stock
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 the Securities and Exchange
Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
basis” as determined in accordance with Section 3.3.1(d) hereof. 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 Act and (ii) the shares of Common Stock 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 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 of the underwriters of the Public Offering (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 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 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. 
 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 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 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 of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock 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 of Common Stock 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. 
 9.2. Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: 

 

	
	 Ignyte Acquisition Corp.

640 Fifth Avenue, 4th Floor

New York, NY 10019

Attn: David Rosenberg


 Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the
Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five 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 
New York, New York 10004 
Attn: Compliance
Department
  
 with a copy in each case to:

	
	 Graubard Miller 
The Chrysler Building 
405 Lexington Avenue, 11th Floor 
New York, New York 10174 
Attn:
David Alan Miller, Esq.
  
 and

	
	 DLA Piper LLP (US) 
51 John F. Kennedy Parkway 
Short Hills, NJ 07078 
Attn: Scott A. Cowan, Esq.

 
 and

	
	 EarlyBirdCapital, Inc. 
366 Madison Avenue, 8th Floor 
New
York, NY 10017 
Attn: Steven Levine













 9.3. Applicable Law. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby
agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New
York. The Company hereby waives any objection that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph are not binding on holders of Warrants and will not apply to suits brought to enforce any
liability or duty created by the Act or 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 process or summons to be served upon the Company 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 Company in any action, proceeding or claim. 
 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 Warrant 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 Warrant 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. 

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 Initial Warrant Exercise Period or PIPE Financing Exercise Period, shall require the written consent or vote of the registered holders of (i) a majority of the then outstanding Public Warrants and/or PIPE Financing Warrants, as
applicable, 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 Initial Warrant Exercise Period or the PIPE Warrant Financing Exercise Period pursuant
to Sections 3.1, 3.2.1 and 3.2.2, 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. 

9.11 Complete Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof (including, for the avoidance of doubt, the Original Warrant Agreement). 

[Signature page follows] 











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

			
	IGNYTE ACQUISITION CORP.
		
	By:	 	 
		 	Name:
		 	Title:
	
	CONTINENTAL STOCK TRANSFER 
& TRUST COMPANY
		
	By:	 	 
		 	Name:
		 	Title:


 [Signature Page to Warrant Agreement] 











 EXHIBIT A 

Form of Initial Warrant Certificate 
  

					
	NUMBER	  	(SEE REVERSE SIDE FOR LEGEND)	  	WARRANTS
			
	________-	  	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION DATE (DEFINED BELOW)	  	

  

	
	IGNYTE ACQUISITION CORP.
	
	CUSIP [•]
	
	WARRANT

 THIS CERTIFIES THAT, for value received 

is the registered holder of a warrant or warrants (the “Warrant(s)”) of Ignyte Acquisition Corp., a Delaware corporation (the
“Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (a “Business Combination”) or earlier upon redemption or liquidation of the trust account established in connection with the Company’s initial public
offering, to purchase one fully paid and non-assessable share of common stock, par value $0.0001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing thirty days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined
below), 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”), but only subject to the conditions set forth
herein and in the Amended and Restated Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to net cash settle any warrant exercise. The term “Warrant
Price” as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. The initial Warrant Price per Share is equal to $11.50 per share. The Amended and Restated
Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption Trigger Price (defined below) and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions,
be adjusted. 
 No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to
receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder. 

Upon any exercise of the Warrant for less than the total number of Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of 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 in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Amended and Restated 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. 
 Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Amended and Restated Warrant Agreement, without charge except for any applicable tax or other governmental charge imposed in connection therewith. 

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











 Neither the Warrants nor this Warrant Certificate entitles the registered holder to any of
the rights of a stockholder of the Company. 
 The Company reserves the right to call the Warrant at any time prior to its exercise with a
notice of call in writing to the holders of record of the Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the reported closing price of the Shares has been at least $18.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the “Redemption Trigger Price”) for any 20 trading days within a 30 trading day period (the
“30-day trading period”) commencing after the Warrants become exercisable and ending on the third business day prior to the date on which notice of such call is given and if, and only if,
there is a current registration statement in effect with respect to the Shares underlying the Warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until
the date of redemption. The call price of the Warrants is to be $0.01 per Warrant. 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	 	  
	  		  	  
	  	
		 	Chairman	  		  	Secretary	  	

  
  

SUBSCRIPTION FORM 
 To Be
Executed by the Registered Holder in Order to Exercise Warrants 
 The undersigned Registered Holder irrevocably elects to exercise ______________ Warrants
represented by this Warrant Certificate, and to purchase the Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of 

 
  

	
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)

  

 
  

	
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

  

			
	 and be delivered to
	 	  

	(PLEASE PRINT OR TYPE NAME 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 at the address stated below:

  

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

 ASSIGNMENT 

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

For Value Received, _______________________ hereby sell, assign, and transfer unto 
  

 

	
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)

  

 
  

	
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


			
	 and be delivered to
	 	  













 (PLEASE PRINT OR TYPE NAME AND ADDRESS) 

______________________ 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)
	  	

 THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE NYSE AMERICAN, NASDAQ, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE,
OR CHICAGO STOCK EXCHANGE. 











 EXHIBIT B 

Form of PIPE Financing Warrant Certificate 
  

					
	NUMBER	  	(SEE REVERSE SIDE FOR LEGEND)	  	WARRANTS
			
	________-	  	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION DATE (DEFINED BELOW)	  	

  

	
	IGNYTE ACQUISITION CORP.
	CUSIP [•]
	WARRANT

 THIS CERTIFIES THAT, for value received 

is the registered holder of a warrant or warrants (the “Warrant(s)”) of Ignyte Acquisition Corp., a Delaware corporation (the
“Company”), expiring at 5:00 p.m., New York City time, on the one year anniversary of the Company’s completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (a “Business Combination”) or earlier upon redemption or liquidation of the trust account established in connection with the Company’s initial public
offering, to purchase one fully paid and non-assessable share of common stock, par value $0.0001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing thirty days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined
below), 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”), but only subject to the conditions set forth
herein and in the Amended and Restated Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to net cash settle any warrant exercise. The term “Warrant
Price” as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. The initial Warrant Price per Share is equal to $0.01 per share. The Amended and Restated
Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption Trigger Price (defined below) and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions,
be adjusted. 
 No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to
receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder. 

Upon any exercise of the Warrant for less than the total number of Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of 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 in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Amended and Restated 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. 
 Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Amended and Restated Warrant Agreement, without charge except for any applicable tax or other governmental charge imposed in connection therewith. 

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











 Neither the Warrants nor this Warrant Certificate entitles the registered holder to any of
the rights of a stockholder of the Company. 
  

									
	 By
	  	  
	  		  	  
	  	
		  	 Chairman
	  		  	 Secretary
	  	

  
  

SUBSCRIPTION FORM 
 To Be
Executed by the Registered Holder in Order to Exercise Warrants 
 The undersigned Registered Holder irrevocably elects to exercise ______________ Warrants
represented by this Warrant Certificate, and to purchase the Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of 

 
  

	
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)

  

 
  

	
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


			
	 and be delivered to
	 	  

	(PLEASE PRINT OR TYPE NAME 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 at the address stated below:

  

					
	
Dated:                  
          
	  	  
	  	
		  	 (SIGNATURE)
	  	
		  	  

(ADDRESS)
	  	
		  	  

(TAX IDENTIFICATION NUMBER)
	  	

 ASSIGNMENT 

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

For Value Received, _______________________ hereby sell, assign, and transfer unto 
  

 

	
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)

  

 
  

	
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


			
	 and be delivered to
	 	  



	
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)

 ______________________ 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)
	  	












 THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE
OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE NYSE AMERICAN, NASDAQ, NEW YORK STOCK EXCHANGE, PACIFIC
STOCK EXCHANGE, OR CHICAGO STOCK EXCHANGE.