Exhibit 4.1


 


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of December 1, 2020, is by and between Trepont Acquisition
Corp I, a Cayman Islands exempted company (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 Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”) and one-half of a redeemable Public Warrant (as defined below) (the “Units”) and,
in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 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 entered into that certain Private Placement Warrants Purchase Agreement with Trepont Acquisition I, LLC, a Cayman Islands
limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate
of 8,000,000 private placement warrants (or up to 8,900,000 private placement warrants if the Over-allotment Option is exercised
in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), each bearing
the legend set forth in Exhibit A hereto (the “Private Placement Warrants”);


 


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, which will be identical to the Private Placement Warrants (the “Working
Capital Warrants,” and, together with the Private Placement Warrants and the Public Warrants, the “Warrants”);


 


WHEREAS, each Warrant entitles the holder thereof to
purchase one Ordinary Share at a price of


 


$11.50 per share, subject to adjustment as described
herein;


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, and Amendment No. 1 thereto, File No. 333-250126 (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 Ordinary Shares 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, 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 B hereto, the provisions of which are incorporated herein and shall be signed
by, or bear the facsimile signature of, the Chairman of 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”).


 


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 B,
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 Ordinary Shares 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


 




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following such date,
or earlier (the “Detachment Date”) with the consent of Credit Suisse Securities (USA) LLC, as representative
of the several underwriters, but in no event shall the Ordinary Shares 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  
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units, each of which is comprised of one Ordinary Share 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.


 


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 its 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) including the Ordinary Shares issuable
upon exercise of the Private Placement Warrants and Working Capital Warrants, may not be transferred, assigned or sold until thirty
(30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company
pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference
Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided,
however, that in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants and any Ordinary
Shares held by the Sponsor or any of its 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 member(s) 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 the 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 Ordinary Shares or Warrants
were originally purchased;


 


(f) 
by virtue of the laws of the Cayman Islands 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; and


 




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(h)  
in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation,
merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their
Ordinary Shares 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.


 


2.7  
Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 


		3.	Terms and Exercise of Warrants.



 


3.1   
Warrant Price. Each whole 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 Ordinary Shares stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which the Ordinary Shares may
be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall
provide at least 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,
share exchange, asset acquisition, share 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 at the earliest to occur of: (x) 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, (y) the liquidation of the
Company, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor
or its Permitted Transferee, as applicable, with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof,
at 5:00 p.m., New York City time on 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.
Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement
Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferee, as applicable, in connection with a
redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), Section 6.2 hereof) 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 then held by the Sponsor
or its Permitted Transferees, as applicable, in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof)
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.


 


		3.3	Exercise of Warrants.



 




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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”) Ordinary Shares 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
Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the
Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a) 
in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire
transfer of immediately available funds;


 


		(b)	[Reserved];



 


(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 the Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of Ordinary Shares
equal to (i) if in connection with the redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section
6.2 here of, as provided in Section 6.2 hereof with respect to a Make Whole Exercise and (ii) in all other scenarios
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess
of the “Sponsor Exercise Fair Market Value,” as defined in this subsection 3.3.1(c), over the Warrant Price
by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise
Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading days ending
on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;


 


		(d)	on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-



 


Whole Exercise; or


 


		(e)	on a cashless basis as provided in Section 7.4 hereof.



 


3.3.2  
Issuance of Ordinary Shares 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 Ordinary Shares to
which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall
not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary
Shares 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 Ordinary Shares 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
Ordinary Shares 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 Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares 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. 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


 




    5 


     


    

and expire worthless, in
which case the purchaser of a Unit containing such Public Warrant shall have paid the full purchase price for the Unit solely for
the Ordinary Share 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 an Ordinary Share, the Company shall round down to the nearest
whole number, the number of Ordinary Shares to be issued to such holder.


 


3.3.3  
Valid Issuance. All Ordinary Shares 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 Ordinary Shares
is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the
Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate 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 Ordinary Shares at the close of business on the next succeeding date on which
the share transfer books or book-entry system are open.


 


3.3.5  
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include
the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely
on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the 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 Ordinary
Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported.
By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


		4.	Adjustments.



 




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		4.1	Share Capitalizations.



 


		4.1.1	Split-Ups. If after the date hereof, and subject to the provisions of Section



 


4.6 below, the
number of outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary
Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number
of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary
Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than
the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary
Shares equal to the product of (i) the number of Ordinary Shares 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 Ordinary Shares) and multiplied by
(ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into
or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, 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) “Historical
Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in
the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their
par value.


 


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 Ordinary Shares on account of such Ordinary Shares
(or other shares of the Company’s share capital 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 Ordinary Shares in connection
with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended from
time to time, the “Charter”) (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary Shares included in the
Units sold in the Offering (the “Public Shares”) if the Company does not complete the Business
Combination within the period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’
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 Ordinary
Share 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 Ordinary Shares 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 Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than
$0.50.


 


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


 




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		4.3	Adjustments in Warrant Price.



 


4.3.1 
Whenever the number of Ordinary Shares 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 Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
Ordinary Shares so purchasable immediately thereafter.


 


4.3.2   
If (x) the Company issues additional Ordinary Shares 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 Ordinary
Share (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 shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class
B Ordinary Shares (as defined below) held by such shareholders 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 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
the Ordinary Shares 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
$10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall
be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued
Price.


 


4.4 
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Ordinary Shares (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 Ordinary Shares), 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 that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), 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 Ordinary Shares of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with
redemption rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Ordinary
Shares by the Company if a proposed initial Business Combination is presented to the shareholders 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


 




    8 


     


    

(within the meaning of
Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the outstanding Ordinary Shares, 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 shareholder 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 Ordinary Shares 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 Ordinary Shares in the applicable event is payable in the form of capital
stock or shares 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”).
For purposes of calculating such amount,


 


(1)  
Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume
weighted average price of the Ordinary Shares 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 Ordinary
Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted
average price of the Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares as is stated
in the Warrants initially issued pursuant


 




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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. 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 ordinary shares (the “Class B Ordinary Shares”)
into Ordinary Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, 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.


 


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.


 




    10 


     


    

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 Ordinary Share 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 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 $0.01 per Warrant; provided that (a) the Reference Value (as defined below)
equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), and (b)
there is an effective registration statement covering the Ordinary Shares 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).


  


6.2 Redemption
of Warrants When the Price per Ordinary Share 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, 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 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference
Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the
Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private
Placement Warrants and Working Capital Warrants are also concurrently called for redemption on the same terms as the
outstanding Public Warrants. During the 30-day 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 Ordinary Shares 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 “Redemption Fair Market
Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely
for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted
average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of
redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant
to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later
than one (1) Business Day after the ten (10) trading day period described above ends.


 


Redemption Date
Redemption Fair Market Value of Class A ordinary shares (period to expiration of warrants)


 


		<10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	>18.00
	60 months	0.261	 	0.280	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	57 months	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	54 months	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361
	51 months	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361
	48 months	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361
	45 months	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361
	42 months	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361
	39 months	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361
	36 months	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361
	33 months	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361
	30 months	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361
	27 months	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361
	24 months	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361




    11 


     


    

	21 months	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361
	18 months	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361
	15 months	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361
	12 months	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361
	9 months	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361
	6 months	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361
	3 months	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0 months	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


 


The exact Redemption Fair
Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption 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 Ordinary Shares
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 Redemption Fair Market Values and the earlier and later redemption dates, as
applicable, based on a 365- or 366-day year, as applicable.


 


The share
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 or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price
adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately
such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator
of which is the Warrant Price immediately after such adjustment. In such an event, the number of shares in the table above shall
be adjusted by multiplying such share amounts 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. If the Warrant Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth
in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market
Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares issued in connection
with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).


 


6.3 
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem 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 period, the “30-day 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. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant
at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value”
shall mean the last reported sales price of the Ordinary Shares for any 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.


 


6.4 
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with 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. 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.


 


6.5   
Exclusion of Private Placement Warrants and Working Capital Warrants. The Company agrees that (a) the redemption
rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants
if at the time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor
or any of its Permitted Transferees, as applicable and (b) if the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2


 




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hereof shall not apply
to the Private Placement Warrants or Working Capital Warrants if at the time of the redemption such Private Placement Warrants
or Working Capital Warrants continue to be held by the Sponsor or any of its Permitted Transferees, as applicable. However, once
such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section
2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants pursuant to Section 6.1
or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior
to redemption pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants that are transferred to persons
other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and
shall become Public Warrants under this Agreement.


 


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



 


7.1 
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
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 shareholders in respect of the general meeting or the appointment 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 Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 


		7.4	Registration of Ordinary Shares; Cashless Exercise at Company’s Option.



 


7.4.1  
Registration of the Ordinary Shares. 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 commercially reasonable efforts to file
with the Commission a registration statement registering, under the Securities Act, the issuance of the Ordinary Shares 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 Ordinary Shares issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” pursuant to subsection 3.3.1, 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 Ordinary Shares equal
to the lesser of (A) quotient obtained by dividing (x) the product of the number of Ordinary Shares 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. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted
average price of the Ordinary Shares 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


 




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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 Ordinary
Shares 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.


 


7.4.2  
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant
not listed on a national securities exchange such that they satisfy the definition of “covered securities” 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 Ordinary Shares 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 commercially reasonable efforts to register or qualify
for sale the Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares.


 


		8.2	Resignation, Consolidation, or Merger of Warrant Agent.



 


8.2.1   
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of 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.


 




    14 


     


    

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 Ordinary Shares not later than the effective date
of any such appointment.


 


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


 


		8.3	Fees and Expenses of Warrant Agent.



 


8.3.1  
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and 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 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
Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares 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 Ordinary Shares through the exercise of the Warrants.


 




    15 


     


    

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.


 


		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:


 


Four Embarcadero Center, Suite 1400,


San Francisco, CA 94111


Attention: Ori Sasson


 


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 a copy to:


 


Davis Polk & Wardwell LLP


450 Lexington
Avenue


New York, New York 10017


Attn: Derek J. Dostal,
Esq.


Email: derek.dostal@davispolk.com


 


and


 


Credit Suisse Securities (USA) LLC


Eleven Madison
Avenue


New York, New York 10010


Attn: Peter Kim


Email: peter.kim@credit-suisse.com


 


9.3 
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction.


 




    16 


     


    

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 an 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 65% 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, 65% 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.


 


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]


 




    17 


     


    

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


 


 


	 	TREPONT
ACQUISITION CORP I

	 	 
	 	 	 
	 	By:	/s/ Ori Sasson
	 	Name:	Ori Sasson
	 	Title:	Chief Executive Officer
    & Chief Financial Officer



 


 


 


	 	CONTINENTAL
                    STOCK TRANSFER &

        TRUST
        COMPANY, as Warrant Agent

	 	 
	 	 	 
	 	By:	/s/
    Henry Farrell
	 	Name:	Henry Farrell
	 	Title:	Vice President



 


 





 




    18 


     


    

EXHIBIT A


 


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 AGREEMENTS BY AND AMONG TREPONT ACQUISITION CORP I (THE “COMPANY”), TREPONT ACQUISITION
I, LLC AND THE OTHER SIGNATORIES 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 ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


EXHIBIT B


 


[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


 


TREPONT ACQUISITION
CORP I


Incorporated Under the
Laws of the Cayman Islands


 


CUSIP G9095M 127


 


Warrant Certificate


 


This
Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary
Shares”), of Trepont Acquisition Corp I, a Cayman Islands exempted company (the “Company”). Each Warrant
entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable Ordinary Shares 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.


 




    19 


     


    

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 Ordinary Share. 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
an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be
issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement.


 


The initial
Warrant Price per Ordinary Share 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.


 


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.


 


	 	TREPONT ACQUISITION CORP I	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Ori Sasson	 
	 	Title:	Chief Financial Officer	 


 

 


	 	
        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 Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ] (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.


 




    20 


     


    

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 Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933,
as amended, and (ii) a prospectus thereunder relating to the Ordinary Shares 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 Ordinary Shares issuable upon the 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 an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number of Ordinary Shares 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.


 


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
shareholder 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 receiveOrdinary Shares
and herewith tenders payment for such Ordinary Shares to the order of Trepont Acquisition Corp I (the “Company”)
in the amount of $in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares
be registered in the name ofwhose address isand that such Ordinary Shares be delivered towhose address is. If said
number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of, whose address isand that such
Warrant Certificate be delivered to, whose address is.


 




    21 


     


    

In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement
and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary
Shares 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 that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of, whose address isand that such Warrant Certificate
be delivered to, whose address is.


 


[Signature Page Follows]


 






    22 


     


    

 





 


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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE).


 


 






    23