Exhibit 4.4


 





KINS TECHNOLOGY GROUP INC.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


WARRANT AGREEMENT


 


Dated as of [l],
2020


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [l], 2020, is by and between KINS Technology Group Inc., a Delaware corporation
(the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(in such capacity, the “Warrant Agent”).


 


WHEREAS, the Company has entered into those certain Securities
Subscription Agreements with each of BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V, Master Total Return
Portfolio of Master Bond LLC, BlackRock Global Long/Short Credit Fund of BlackRock Funds IV and BlackRock Capital Allocation Trust
(each, a “BlackRock Entity” and collectively, the “BlackRock Entities”), pursuant to which
the BlackRock Entities, among other things, agreed to purchase an aggregate of 980,392 warrants in a private placement simultaneously
with the closing of the Offering (as defined below), bearing the legend set forth in Exhibit B hereto (the “BlackRock
Warrants”), at a purchase price of $1.00 per BlackRock Warrant;


 


WHEREAS, the
Company has entered into that certain Warrant Purchase Agreement with KINS Capital LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,019,607 warrants (or
7,919,607 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Company’s
Offering is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option,
if applicable) bearing the legend set forth in Exhibit B hereto (together with the BlackRock Warrants, the
 “Sponsor Warrants”) at a purchase price of $1.00 per Sponsor Warrant; 


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans made to the Company may be convertible
into up to an additional 1,500,000 Sponsor Warrants at a price of $1.00 per Sponsor Warrant; 


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000
redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
and, together with the Sponsor Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to
purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
for $11.50 per whole share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public
Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-249177 (the “Registration Statement”) and prospectus (the “Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public
Warrants and the shares of Common Stock included in the Units;


 


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


 


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


 


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


 






     


     


    

 


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


 


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



 


	2.	Warrants.



 


	2.1	Form of Warrant. Each Warrant shall initially be issued in registered form only.



 


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



 


	2.3	Registration.



 


		2.3.1	Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”),
for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants
in book-entry form, 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. Ownership of beneficial
interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with
respect to a Warrant in its account, a “Participant”).



 


If the Depositary subsequently ceases to
make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall
be signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


		2.3.2	Registered Holder. Prior to due presentment for registration of transfer of any Warrant,
the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register
(the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding
any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent),
for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.



 


	2.4	Detachability of Warrants. The shares of Common Stock and Public Warrants comprising
                                 the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a
                                 day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business
                                 (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the
                                 “Detachment Date”) with the consent of UBS Securities LLC, Stifel, Nicolaus &
                                 Company, Incorporated and BTIG, LLC, but in no event shall the shares of Common Stock and the Public Warrants comprising
                                 the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission
                                 containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
                                 the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units
                                 in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the
                                 filing of the Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate
                                 trading shall begin.



 






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	2.5	Fractional Warrants. The Company shall not issue fractional Warrants other than as part
of the Units. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to
receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such
holder.



 


	2.6	Sponsor Warrants. The Sponsor Warrants shall be identical to the Public Warrants,
                                 except that so long as they are held by the Sponsor, a BlackRock Entity or any of its Permitted Transferees (as defined
                                 below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection
                                 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Sponsor Warrants, may
                                 not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business
                                 Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1; provided, however,
                                 that in the case of (ii), the Sponsor Warrants and any shares of Common Stock issued upon exercise of the Sponsor Warrants
                                 may be transferred by the holders thereof:



 


		(a)	to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members of the Sponsor, or any affiliates of the Sponsor or any employee or partner of any such affiliate;



 


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



 


		(c)	in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;



 


		(d)	in the case of an individual, pursuant to a qualified domestic relations order;



 


		(e)	by private sales or transfers made in connection with the consummation of the Company’s Business
Combination at prices no greater than the price at which the securities were originally purchased;



 


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



 


		(g)	by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as
amended, upon dissolution of the Sponsor; 



 


		(h)	in the event of the Company’s completion of a liquidation, merger, stock exchange or
                                                               other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares
                                                               of Common Stock for cash, securities or other property subsequent to the completion of the initial Business Combination; or



 


		(i)	in the case of the BlackRock Entities, to such investors’
affiliates, or any investment fund or other entity controlled or managed by such investors, or to any investment manager or investment
advisor of the BlackRock Entities or an affiliate of any such investment manager or investment advisor;



 


provided, however, that in the
case of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”) must enter
into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in this Agreement.


 


	3.	Terms and Exercise of Warrants.



 


	3.1	Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $11.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per
share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder)
described in the prior sentence at which 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, provided, that the Company shall provide at least three (3) Business Days prior
written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.



 






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	3.2	Duration of Warrants. A Warrant may be exercised only during the period (the
                                 “Exercise Period”) (A) commencing on the later of: (i) the date that is thirty (30) days
                                 after the first date on which the Company completes a Business Combination, and (ii) the date that is twelve
                                 (12) months from the date of the closing of the Offering, and (B) terminating at the earlier to occur of:
                                 (w) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes
                                 its initial Business Combination, (x) the liquidation of the Company in accordance with the Company’s amended and
                                 restated certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business
                                 Combination, and (y) other than with respect to the Sponsor Warrants then held by the Sponsor, a BlackRock Entity or
                                 their Permitted Transferees with respect to a redemption pursuant to Section 6.2 hereof, the Redemption Date (as defined
                                 below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
                                 that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
                                 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except
                                 with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Sponsor Warrant
                                 then held by the Sponsor,  a BlackRock Entity or
                                 their Permitted Transferees in connection with a redemption pursuant to Section 6.2 hereof) in
                                 the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Sponsor Warrant then
                                 held by the Sponsor,  a BlackRock Entity or
                                 their Permitted Transferees in the event of a redemption pursuant to Section 6.2 hereof) not
                                 exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect
                                 thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole
                                 discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall
                                 provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
                                 provided further that any such extension shall be identical in duration among all the Warrants.



 


	3.3	Exercise of Warrants.



 


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



 


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



 


		(b)	in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s
board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants
on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the Warrant
Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 3.3.1(b), Section 6.1
and Section 6.4, the “Fair Market Value” shall mean the volume-weighted average price of the Common
Stock as reported during the ten (10) trading days immediately following the date on which the notice of redemption is sent
to the holders of the Warrants, pursuant to Section 6 hereof;



 


		(c)	with respect to any Sponsor Warrant, so long as such Sponsor Warrant is held by the Sponsor,
                                                               a BlackRock Entity or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to
                                                               (i) if in connection with a redemption of Sponsor Warrants pursuant to Section 6.2 hereof, as provided in
                                                               Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the
                                                               quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
                                                               multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(c)) over the
                                                               Warrant Price, by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair
                                                               Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten
                                                               (10) trading days immediately following the date on which notice of exercise of the Warrant is sent to the Warrant
                                                               Agent;



 






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



 


		(e)	as provided in Section 7.4 hereof.



 


The Warrant Agent shall forward
funds received for warrant exercises in a given month by the 5th (5th) Business Day of the following month by wire transfer
to an account designated by the Company.


 


		3.3.2	Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise
of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)),
the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number
of full 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 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. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no
obligation to settle such Warrant exercise unless (a) a registration statement under the Securities Act with respect to the
shares of Common Stock underlying the Public Warrants is then effective and (b) a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration
is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise
of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise have been registered, qualified or deemed to
be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the
Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public
Warrants only for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle the Warrant
exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to
Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company
shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.



 


		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 non-assessable.



 


		3.3.4	Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable,
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 in the case of a certificated Warrant, except that, if
the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such shares of Common Stock at the close of business
on the next succeeding date on which the share transfer books or book-entry system are open.



 






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		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, 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% or such other amount as the holder may specify (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 Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer 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.



 


		4.1.1	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 the outstanding shares of Common Stock. A rights offering to holders of shares of Common Stock entitling holders to
purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) 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 (1) 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 4.1.1,
(i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the
price payable for 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 and (ii) “Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the
first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.



 






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		4.1.2	Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding
and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of 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 4.1.1 above, (b) Ordinary Cash Dividends (as defined
below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial
Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with
a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance
or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem
100% of the Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within
the time period set forth therein or (ii) with respect to any other provision relating to the Company’s stockholders’
rights or pre-initial Business Combination activity, or (e) in connection with the redemption of public shares upon the failure
of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common
Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution to the extent it does not exceed $0.50 (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).



 


	4.2	Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6
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	Adjustments in Exercise Price.



 


		4.3.1	Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted,  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.



 


		4.3.2	If (x) the Company issues
additional shares of Common Stock or debt or equity securities that are convertible, exercisable or exchangeable for shares of
Common Stock, in each case for capital raising purposes in connection with the closing of its initial Business Combination at
an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue
price to be determined in good faith by the Board and, in the case of any such issuance to the Founders or their affiliates, without
taking into account any shares of Class B common stock, par value $0.0001 per share, of the Company held by the Founders
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business
Combination (net of redemptions), and (z) the volume-weighted average trading price of Common Stock during the twenty (20)
trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
price described in Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 will
be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.



 






    7


     


    

 


	4.4	Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding shares of Common Stock (other than a change under Section 4.1 or Section 4.2
hereof or 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 corporation (other than a merger or consolidation in which the Company is the continuing corporation
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 holders of the Warrants shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the 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 holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the shares of Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares
of Common Stock in such merger or consolidation that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the shares of Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and
any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased
pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer)
as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in
an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes
Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of
this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on
Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the
assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
 “Per Share Consideration” means (i) if the consideration paid to holders of the shares of Common Stock
consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the
effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common
Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
reduced to less than the par value per share issuable upon exercise of the Warrant.



 






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	4.5	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,
4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a
Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.



 


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



 


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



 


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



 


	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
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.



 


	5.2	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer reasonably acceptable to the Warrant Agent, duly executed by the registered holder
thereof, or by a duly authorized attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants
as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant, each Book-Entry Warrant may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a
successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears
a restrictive legend (as in the case of the Sponsor Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive legend.



 






    9


     


    

 


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



 


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



 


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



 


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



 


	6.	Redemption.



 


	6.1	Redemption of Warrants when the price per share of Common Stock equals or exceeds $18.00.
Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time while they are exercisable and prior to their expiration, at the office(s) of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price (the “Redemption
Price”) of $0.01 per Warrant, provided that (i) the last sales price of the Common Stock reported has been at least
$18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days,
within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given and (ii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection
3.3.1.



 


	6.2	Redemption of Warrants when the price per share of Common Stock equals or exceeds $10.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days
after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that
(i) the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in
compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given, (ii) the
Sponsor Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants and (iii) there
is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During
the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number
of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of
the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection
3.3.1(b)) (a “Make-Whole Exercise”).



 






    10


     


    

 


	 	 	Fair Market Value of shares of Common Stock ($)	 
	Redemption Date (period to expiration of the

Warrants)	 	≤10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 	 	17	 	 	≥18	 
	59 months	 	 	0.236	 	 	 	0.257	 	 	 	0.277	 	 	 	0.295	 	 	 	0.311	 	 	 	0.325	 	 	 	0.338	 	 	 	0.350	 	 	 	0.361	 
	57 months	 	 	0.233	 	 	 	0.255	 	 	 	0.275	 	 	 	0.293	 	 	 	0.309	 	 	 	0.324	 	 	 	0.338	 	 	 	0.350	 	 	 	0.361	 
	54 months	 	 	0.229	 	 	 	0.251	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.323	 	 	 	0.337	 	 	 	0.350	 	 	 	0.361	 
	51 months	 	 	0.225	 	 	 	0.248	 	 	 	0.269	 	 	 	0.288	 	 	 	0.305	 	 	 	0.321	 	 	 	0.336	 	 	 	0.349	 	 	 	0.361	 
	48 months	 	 	0.220	 	 	 	0.243	 	 	 	0.265	 	 	 	0.285	 	 	 	0.303	 	 	 	0.320	 	 	 	0.335	 	 	 	0.349	 	 	 	0.361	 
	45 months	 	 	0.214	 	 	 	0.239	 	 	 	0.261	 	 	 	0.282	 	 	 	0.301	 	 	 	0.318	 	 	 	0.334	 	 	 	0.348	 	 	 	0.361	 
	42 months	 	 	0.208	 	 	 	0.234	 	 	 	0.257	 	 	 	0.278	 	 	 	0.298	 	 	 	0.316	 	 	 	0.333	 	 	 	0.348	 	 	 	0.361	 
	39 months	 	 	0.202	 	 	 	0.228	 	 	 	0.252	 	 	 	0.275	 	 	 	0.295	 	 	 	0.314	 	 	 	0.331	 	 	 	0.347	 	 	 	0.361	 
	36 months	 	 	0.195	 	 	 	0.222	 	 	 	0.247	 	 	 	0.271	 	 	 	0.292	 	 	 	0.312	 	 	 	0.330	 	 	 	0.346	 	 	 	0.361	 
	33 months	 	 	0.187	 	 	 	0.215	 	 	 	0.241	 	 	 	0.266	 	 	 	0.288	 	 	 	0.309	 	 	 	0.328	 	 	 	0.345	 	 	 	0.361	 
	30 months	 	 	0.179	 	 	 	0.208	 	 	 	0.235	 	 	 	0.261	 	 	 	0.284	 	 	 	0.306	 	 	 	0.326	 	 	 	0.345	 	 	 	0.361	 
	27 months	 	 	0.170	 	 	 	0.199	 	 	 	0.228	 	 	 	0.255	 	 	 	0.280	 	 	 	0.303	 	 	 	0.324	 	 	 	0.343	 	 	 	0.361	 
	24 months	 	 	0.159	 	 	 	0.190	 	 	 	0.220	 	 	 	0.248	 	 	 	0.274	 	 	 	0.299	 	 	 	0.322	 	 	 	0.342	 	 	 	0.361	 
	21 months	 	 	0.148	 	 	 	0.179	 	 	 	0.210	 	 	 	0.240	 	 	 	0.268	 	 	 	0.295	 	 	 	0.319	 	 	 	0.341	 	 	 	0.361	 
	18 months	 	 	0.135	 	 	 	0.167	 	 	 	0.200	 	 	 	0.231	 	 	 	0.261	 	 	 	0.289	 	 	 	0.315	 	 	 	0.339	 	 	 	0.361	 
	15 months	 	 	0.120	 	 	 	0.153	 	 	 	0.187	 	 	 	0.220	 	 	 	0.253	 	 	 	0.283	 	 	 	0.311	 	 	 	0.337	 	 	 	0.361	 
	12 months	 	 	0.103	 	 	 	0.137	 	 	 	0.172	 	 	 	0.207	 	 	 	0.242	 	 	 	0.275	 	 	 	0.306	 	 	 	0.335	 	 	 	0.361	 
	9 months	 	 	0.083	 	 	 	0.117	 	 	 	0.153	 	 	 	0.191	 	 	 	0.229	 	 	 	0.266	 	 	 	0.300	 	 	 	0.332	 	 	 	0.361	 
	6 months	 	 	0.059	 	 	 	0.092	 	 	 	0.130	 	 	 	0.171	 	 	 	0.213	 	 	 	0.254	 	 	 	0.292	 	 	 	0.328	 	 	 	0.361	 
	3 months	 	 	0.030	 	 	 	0.060	 	 	 	0.100	 	 	 	0.145	 	 	 	0.193	 	 	 	0.240	 	 	 	0.284	 	 	 	0.324	 	 	 	0.361	 
	0 months	 	 	0.000	 	 	 	0.000	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.324	 	 	 	0.361	 



 


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


 


The stock prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted
pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant
as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number
of shares issuable upon exercise of a Warrant. In no event will the number of shares issued in connection with a Make-Whole Exercise
exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


	6.3	Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem
all of the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”).   Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the Redemption Date (such 30-day period, the “Redemption Period”) to the Registered
Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received
such notice.



 


	6.4	Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after
notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption
Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1, the notice of redemption shall 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”
(as such term is defined in subsection 3.3.1(b) hereof) 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.



 






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	6.5	Exclusion of Sponsor Warrants. The Company agrees that the redemption rights provided in
Section 6.1 shall not apply to the Sponsor Warrants if at the time of the redemption such Sponsor Warrants continue
to be held by the initial holder thereof or its Permitted Transferees. However, once such Sponsor Warrants are transferred (other
than to Permitted Transferees under subsection 2.6), the Company may redeem the Sponsor Warrants, provided that the criteria
for redemption are met, including the opportunity of the holder of such Sponsor Warrants to exercise the Sponsor Warrants prior
to redemption pursuant to Section 6.4. Sponsor Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Sponsor Warrants and shall become Public Warrants under this Agreement.



 


	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 shall 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; Cashless Exercise at Company’s Option.



 


		7.4.1	Registration of Shares of Common Stock. The Company agrees that as soon as practicable,
but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its
commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities
Act of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts
to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common
Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number
of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined
below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361 shares of Common Stock per Warrant. Solely for
purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the third trading day prior to the date that
notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.
The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall
be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive
legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been
exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first
three sentences of this subsection 7.4.1.



 






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		7.4.2	Cashless Exercise at Company’s Option. If Common Stock is at the time of any exercise
of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require
holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) in
the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement
for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale
the shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption
is not available.



 


	8.	Concerning the Warrant Agent and Other Matters.



 


	8.1	Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon
the exercise of the Warrants, but the Company and the Warrant Agent 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 a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by
the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent
hereunder; and upon request of any successor 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 Company’s transfer agent for the shares of
Common Stock not later than the effective date of any such appointment.



 






    13


     


    

 



 


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



 


		8.3	Fees and Expenses of Warrant Agent.



 


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



 


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



 


		8.4	Liability of Warrant Agent.



 


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



 


		8.4.2	Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence,
willful misconduct 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 gross negligence, willful misconduct or bad faith.



 


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



 


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



 


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



 






    14


     


    

 


		9.	Miscellaneous Provisions.



 


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



 


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



 


KINS Technology Group Inc.


Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA 94306


Attention: Chief Financial Officer


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


		9.3	Applicable Law and Exclusive Forum. The validity, interpretation, and performance of
                                                           this Agreement and of the Warrants shall be governed by and construed in accordance with the laws of the State of New York,
                                                           including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice
                                                           Laws and Rule 327(b). The Company hereby agrees that any action, proceeding or claim against it arising out of, or
                                                           otherwise based on, this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the
                                                           State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such
                                                           jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby
                                                           waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.



 


Notwithstanding the foregoing
the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or
any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the
Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be
deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New
York or the United States District Court for the Southern District of New York in connection with any action brought in any such
court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such
warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign action as agent for
such warrant holder.


 


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



 






    15


     


    

 


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



 


		9.6	Counterparts; Electronic Signatures. 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. A signature to this Agreement transmitted electronically shall have
the same authority, effect, and enforceability as an original signature.



 


		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 (i) curing any ambiguity or to correct any mistake, including to conform the provisions
hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained
herein or (ii) adding or changing any 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 rights of the Registered Holders
under this Agreement. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period, shall require the vote or written consent
of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms
of the Sponsor Warrants or any provision of this Agreement with respect to the Sponsor Warrants, 50% of the then-outstanding Sponsor
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.



 


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



 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Sponsors
Warrants and BlackRock Warrants 


 






    16


     


    

 


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


 


	 	KINS TECHNOLOGY GROUP INC.
	 	 
	 	By:	                          
	 	 	Name:
	 	 	Title:




 





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



 


[Signature
Page to Warrant Agreement]


 






    


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF
NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


KINS Technology Group Inc.

Incorporated Under the Laws of the State of Delaware


 


CUSIP 49714K 117


 


Warrant Certificate


 


This Warrant Certificate certifies that
                     , or registered
assigns, is the registered holder of                     
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares
of Class A common stock, $0.0001 par value per share (“Common Stock”), of KINS Technology Group Inc., a
Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set
forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares
of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


	 	KINS TECHNOLOGY GROUP INC.
	 	 
	 	By:	                                
	 	 	Name:
	 	 	Title:







 


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



 









    


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive             
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [•], 2020 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.1 or Section 6.2 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4
of the Warrant Agreement.


 


In the event that the Warrant is a Sponsor
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


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


 


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


 


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




 


	Signature Guaranteed:	 
	 	 
	 	 
	 	 	 




 






    


     


    

 


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


 






    


     


    

 


EXHIBIT B


 


LEGEND


 


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


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.