Exhibit 4.1




 




WARRANT

AGREEMENT




 




THIS WARRANT AGREEMENT

(this “Agreement”), dated as of November 23, 2020, is by and between 10X Capital Venture Acquisition

Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a

New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein

as the “Transfer Agent”).




 




WHEREAS, the Company

is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,

each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common

Stock”), and one-half of one redeemable Public Warrant (as defined below) (the “Units”)

and, in connection therewith, has determined to issue and deliver up to 8,750,000 warrants (or up to 10,062,500 warrants if the

Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);




 




WHEREAS, the Company

has entered into that certain Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase

Agreement”) with 10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (the “Sponsor”),

pursuant to which the Sponsor agreed to purchase an aggregate of 5,500,000 warrants simultaneously with the closing of the Offering

bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase

price of $1.00 per Private Placement Warrant;




 




WHEREAS, in order to

finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the

Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the

Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000

warrants at a price of $1.00 per warrant (the “Working Capital Warrants”);




 




WHEREAS, the Company

has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement

on Form S-1, File No. 333-249072 (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 Common Stock included in the Units;




 




WHEREAS, following

consummation of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants” and,

together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”)

in connection with, or following the consummation by the Company of, a Business Combination;




 




WHEREAS, each whole

Warrant entitles the holder thereof to purchase one share of 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;




 











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WHEREAS, the Company

desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,

registration, transfer, exchange, redemption and exercise of the Warrants;




 




WHEREAS, the Company

desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the

respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and




 




WHEREAS, all acts and

things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned

by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize

the execution and delivery of this Agreement.




 




NOW, THEREFORE, in

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




 




1. Appointment

of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,

and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions

set forth in this Agreement.




 




2. Warrants.




 




2.1 Form

of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall

be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by,

or bear the facsimile signature of, the Chairman of the Company’s board of directors (the “Board”),

President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event

the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such

person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to

be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates

(each, a “Book-Entry Warrant Certificate”).




 




2.2 Effect

of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent

pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.




 




2.3 Registration.




 




2.3.1 Warrant

Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration

of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent

shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance

with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one

or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)

and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants

shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its

nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution,

with respect to a Warrant in its account, a “Participant”).




 











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If the Depositary subsequently

ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding

making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer

necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the

Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct

the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive

Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,

with appropriate insertions, modifications and omissions, as provided above.




 




2.3.2 Registered

Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent

may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)

as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other

writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any

exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to

the contrary.




 




2.4 Detachability

of Warrants. The 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 Wells Fargo Securities, LLC, as representative of the several underwriters, but in no event shall the 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 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 Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form 8-K announcing

when such separate trading shall begin.




 




2.5 Fractional

Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one

share of Common Stock and one-half of one Public Warrant. If, upon the detachment of Public Warrants from 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

of Warrants to be issued to such holder.




 











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2.6 Private

Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants

shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of their Permitted Transferees

(as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash

or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until the

date that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii)

shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and

the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any officers or directors of the Company, or

any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants

may be transferred by the holders thereof:




 




(a) to

the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors,

any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates;




 




(b) in

the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which

is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;




 




(c) in

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




 




(d) in

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




 




(e) by

private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with

the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;




 




(f) by

virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;




 




(g) in

the event of the Company’s liquidation prior to the consummation of a Business Combination; or




 




(h) in

the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange

or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares

of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (f),

these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing

to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated

as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.




 











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2.7 Working

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




 




2.8 Post-IPO

Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants

except as may be agreed upon by the Company.




 




3. Terms

and Exercise of Warrants.




 




3.1 Warrant

Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and

of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per

share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The

term “Warrant Price” as used in this Agreement shall mean the price per share 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 twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further

that any such reduction shall be identical among all of the Warrants.




 




3.2 Duration

of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)

commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company

and one or more businesses (a “Business Combination”), and (ii) the date that is twelve (12) months from

the date of the closing of the Offering, and terminating on the earlier to occur of: (i) at 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, (ii) the liquidation

of the Company and (iii) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by

the Sponsor or any officers or directors of the Company, or any of their Permitted Transferees as provided in Section 6.1,

the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);

provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,

as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the

right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof),

each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant held by the Sponsor or any officers

or directors of the Company, or their Permitted Transferees, in the event of a redemption for cash) not exercised on or before

the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease

at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants

by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice

of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in

duration among all the Warrants.




 











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3.3 Exercise

of Warrants.




 




3.3.1 Payment.

Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering

to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,

or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)

on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by

the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)

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 Certificate, properly delivered by the Participant

in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full 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 or by wire

transfer of immediately available funds;




 




(b) in

the event of a redemption pursuant to Section 6 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 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. Solely for purposes of this subsection

3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average closing price of the Common Stock

for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the

holders of the Warrants, pursuant to Section 6 hereof;




 




(c) with

respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital

Warrant is held by either the Sponsor or any officer or director of the Company, or their Permitted Transferees, by surrendering

the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number

of shares of Common Stock underlying the Warrants, multiplied by the 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 average closing price of the Common Stock for the ten (10) trading

days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working

Capital Warrant is sent to the Warrant Agent; or




 











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(d) as

provided in Section 7.4 hereof.




 




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. If fewer than all the Warrants evidenced by a Book-Entry

Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry

Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding

the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and

shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect

to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject

to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall

not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant

exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of

the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding

sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant

and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants

shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. 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.




 











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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.




 




3.3.5 Maximum

Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions

contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5

unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise

of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving

effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,

would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”)

of the 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 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.




 











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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 the 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 Common Stock) multiplied by (ii) one (1) minus the

quotient of (x) the price per share of Common Stock paid in such rights offering and 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 Common

Stock, in determining the price payable for 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.




 




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 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 Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders

of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation

(as amended from time to time, the “Charter”) to modify the substance or timing of the Company’s

obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete

the Business Combination within the period set forth in the Charter or with respect to any other material provisions relating to

stockholders’ rights or pre-initial Business Combination activity, or to provide for redemption in connection with a Business

Combination or (e) in connection with the redemption of public shares of Common Stock included in the Units sold in the Offering

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 Common Stock during the 365-day period ending

on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to

in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment

to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being

5% of the offering price of the Units in the Offering).




 











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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 Warrant Price.




 




4.3.1 Whenever

the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1

or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately

prior to such adjustment by a fraction (x) the numerator of which shall be the number of 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 equity-linked securities for capital raising purposes in connection

with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares

of Class B Common Stock (as defined below) held by such stockholders or their affiliates, as applicable, prior to such issuance

(the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than

60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading

day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”)

is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market

Value and the Newly Issued Price, and the last sales price of the Common Stock that triggers the Company’s right to redeem

the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of

the Market Value and the Newly Issued Price.




 











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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 subsections 4.1.1 or 4.1.2 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 entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the

continuing corporation (and is not a subsidiary of another entity whose stockholders did not own all or substantially all of the

Common Stock of the Company in substantially the same proportions immediately before such transaction) and that does not result

in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance

to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with

which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis

and upon the terms and conditions specified in the Warrants and in lieu of the 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 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 consolidation or merger, then the kind and amount of securities, cash

or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the

weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that

affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the

holders of the 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 Charter or as a result of the redemption 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 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 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 (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii)

(A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes

Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on

the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).




 











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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 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.




 




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.




 











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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 the preceding

subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants

in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,

in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm

of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by

the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment

is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with

any adjustment recommended in such opinion.




 




4.9 No

Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a

result of an adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”)

into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case,

pursuant to the Charter.




 




5. Transfer

and Exchange of Warrants.




 




5.1 Registration

of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon

the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with

signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant

representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.

In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time

to time upon request.




 











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5.2 Procedure

for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request

for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested

by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,

that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry

Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another

nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,

that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants

and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until

the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether

the new Warrants must also bear a restrictive legend.




 




5.3 Fractional

Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result

in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.




 




5.4 Service

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




 




5.5 Warrant

Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance

with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the

Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company

for such purpose.




 




5.6 Transfer

of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the

Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of

such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants

included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer

of Warrants on and after the Detachment Date.




 




6. Redemption.




 




6.1 Redemption

of Warrants for Cash. Subject to Sections 6.4 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

of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price

of $0.01 per Warrant (the “Redemption Price”); provided that the closing 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 Business Day prior to the date on which notice

of the redemption is given; provided further that 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 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless

basis” pursuant to subsection 3.3.1 and such cashless exercise is exempt from registration under the Securities Act.




 











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6.2 Date

Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to

Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of

redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption

Date (such period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed

at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be

conclusively presumed to have been duly given whether or not the Registered Holder received such notice.




 




6.3 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) of this Agreement) at any time after notice of redemption shall have been given by the Company

pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event 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.




 




6.4 Exclusion

of Certain Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply to

the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they

are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or

Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement

Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section

2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO

Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption

are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants

to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant

to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO

Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees

shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become

Public Warrants under this Agreement.




 











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7. Other

Provisions Relating to Rights of Holders of Warrants.




 




7.1 No

Rights as 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 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 Common Stock; Cashless Exercise at Company’s Option.




 




7.4.1 Registration

of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business

Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration

statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants.

The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration

statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of

this Agreement. If any such registration statement has not been declared effective by the 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 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 rule) or another exemption) for that number

of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying

the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y)

the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average

closing price of the Common Stock for the ten (10) trading day period ending on the trading day prior to the date that notice of

exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that

notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection

with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an

opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise

of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the

Securities Act and (ii) the 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 any doubt, unless and until all of the Warrants have been exercised or have expired, the Company

shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection

7.4.1.




 











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7.4.2 Cashless

Exercise at Company’s Option. If the 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 rule), the Company may, at its option, require holders of Public Warrants who exercise Public

Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities

Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall

not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common

Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company

does not so elect, the Company agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise

of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent

an exemption is not available.




 




8. Concerning

the Warrant Agent and Other Matters.




 




8.1 Payment

of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company

or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the

Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such 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.




 











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8.2.2 Notice

of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give

notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of

any such appointment.




 




8.2.3 Merger

or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it

may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall

be the successor Warrant Agent under this Agreement without any further act.




 




8.3 Fees

and Expenses of Warrant Agent.




 




8.3.1 Remuneration.

The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and 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.




 











    18



     



    



 




8.4 Liability

of Warrant Agent.




  




8.4.1 Reliance

on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall

deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any

action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed

to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President,

Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent.

The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions

of this Agreement.




 




8.4.2 Indemnity.

The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct 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 the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,

reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby

waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.




 











    19



     



    



 




9. Miscellaneous

Provisions.




 




9.1 Successors.

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure

to the benefit of their respective successors and assigns.




 




9.2 Notices.

Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant

to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail

or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address

is filed in writing by the Company with the Warrant Agent), as follows:




 




10X Capital Venture Acquisition Corp.




1 World Trade Center, 85th Floor




New York, NY 10007




Attention: Hans Thomas, Chief Executive Officer




 




Any notice, statement or demand authorized

by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently

given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)

days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with

the Company), as follows:




 




Continental Stock Transfer & Trust Company




1 State Street, 30th Floor




New York, NY 10004




Attention: Compliance Department




 




in each case, with copies to:




 




White & Case

LLP




1221 Avenue of the

Americas




New York, NY 10020




Attn: Joel L. Rubinstein,

Esq.




Email: joel.rubinstein@whitecase.com




 




and




 




Ellenoff Grossman

& Schole LLP




1345 Avenue of the

Americas




New York, NY 10105




Attn: Douglas S.

Ellenoff




  Stuart

Neuhauser




Email: ellenoff@egsllp.com




      sneuhauser@egsllp.com




 











    20



     



    



 




9.3 Applicable

Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in

all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising

out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United

States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall

be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient

forum. Notwithstanding the foregoing, this Section 9.3 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.




 




9.4 Persons

Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to,

any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim

under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,

stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto

and their successors and assigns and of the Registered Holders of the Warrants.




 




9.5 Examination

of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of

the Warrant Agent in the 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 the Warrant Agent.




 




9.6 Counterparts.

This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all

purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.




 




9.7 Effect

of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall

not affect the interpretation thereof.




 




9.8 Amendments.

This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing

any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other

provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and

that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of

Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to

increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of

50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private

Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants

or Working Capital Warrants, 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding

the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1

and 3.2, respectively, without the consent of the Registered Holders.




 











    21



     



    



 




9.9 Severability.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect

the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid

or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision

as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.




 




 




[Signature

Page Follows]




 











    22



     



    



 




IN WITNESS WHEREOF,

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




  




	 	10X CAPITAL VENTURE ACQUISITION CORP
	 	 	 
	 	By:	/s/ Hans Thomas
	 	Name:	Hans Thomas
	 	Title:	Chief Executive Officer





 




 









	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	/s/ Henry Farrell
	 	Name:	Henry Farrell
	 	Title:	Vice President



 




 




[Signature Page

to Warrant Agreement]




 











     



     



    



 




EXHIBIT

A




 




Form of Warrant Certificate




 




[FACE]




 




Number




 




Warrants




 




THIS WARRANT SHALL BE VOID IF NOT EXERCISED

PRIOR TO




 




THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR




 




IN THE WARRANT AGREEMENT DESCRIBED BELOW




 




10X CAPITAL VENTURE ACQUISITION CORP




 




Incorporated Under the Laws of the State

of Delaware




 




CUSIP 88025V 115




 




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 (“Class A Common Stock”), of 10X Capital Venture Acquisition Corp,

a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise during

the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable

shares of Class A Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined

pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided

for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant

Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant

Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant

Agreement.




 




Each whole Warrant

is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. No fractional shares will be issued

upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in

a share of Class A Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of

Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A Common Stock issuable upon exercise of

the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.




 











    1



     



    



 




The initial Warrant

Price per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment

upon the occurrence of certain events set forth in the Warrant Agreement.




 




Subject to the conditions

set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised

by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions,

as set forth in the Warrant Agreement.




 




Reference is hereby

made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for

all purposes have the same effect as though fully set forth at this place.




 




This Warrant Certificate

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




 




This Warrant Certificate

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




 









	 	10X CAPITAL VENTURE ACQUISITION CORP
	 	 	 
	 	By:	   
	 	Name:	 
	 	Title:	 



 




 









	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	    
	 	Name:	 
	 	Title:	 



 











    2



     



    



 




[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 Class A 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 (the “Warrant Agent”), which Warrant Agreement is hereby incorporated

by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,

obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”

or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy

of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant

Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.




 




Warrants may be exercised

at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate

may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed

and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”

as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon

any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced

hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number

of Warrants not exercised.




 




Notwithstanding anything

else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration

statement covering the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii)

a prospectus thereunder relating to the shares of Class A 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 Class A 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 Class A Common Stock, the Company shall, upon exercise,

round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.




 




Warrant Certificates,

when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by

legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided

in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of

like tenor evidencing in the aggregate a like number of Warrants.




 











    3



     



    



 




Upon due presentation

for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant

Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange

for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or

other governmental charge imposed in connection therewith.




 




The Company and the

Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding

any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution

to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice

to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a 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 Class A Common Stock

and herewith tenders payment for such shares of Class A Common Stock to the order of 10X Capital Venture Acquisition Corp. (the

“Company”) in the amount of $_____________ in accordance with the terms hereof. The undersigned requests

that a certificate for such shares of Class A Common Stock be registered in the name of _____________, whose address is and that

such shares of Class A Common Stock be delivered to ______________ whose address is _______________. If said number of shares of

Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that

a new Warrant Certificate representing the remaining balance of such shares of Class A 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 of the Warrant Agreement and the Company has

required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Class A Common Stock

that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of

the Warrant Agreement.




 




In the event that the

Warrant is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant

to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable

for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.




 











    4



     



    



 




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 Class A 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

Class A 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 Class A Common Stock. If said number of shares of Class A Common Stock is less than

all of the shares of Class A 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 Class A Common Stock be registered

in the name of ________________, whose address is________________ and that such Warrant Certificate be delivered to ________________,

whose address is ________________.




 




 




[Signature Page Follows]




 











    5



     



    



 









	Date: ____________, 20___	 
	 	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 S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR

ANY SUCCESSOR RULE)).




 











    6



     



    



 




EXHIBIT

B




 




SPONSOR

PRIVATE PLACEMENT WARRANTS LEGEND




 




“THE SECURITIES REPRESENTED BY THIS

CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE

OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE

STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER

DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG 10X CAPITAL VENTURE ACQUISITION CORP (THE “COMPANY”), 10X CAPITAL SPAC

SPONSOR I LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR

TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED

IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 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 CLASS A 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.”