Exhibit
4.4


 


WARRANT
AGREEMENT 


 


This
Warrant Agreement (“Warrant Agreement”) is made as of ________ __, 2021, by and between WinVest Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant
Agent”).


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (the “Units”)
of the Company (and up to 1,500,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit
consisting of one share of common stock, par value $0.0001 per share (the “Common Stock  ”), one right
to receive one-fifteenth of one share of Common Stock and one warrant (the “Public Warrant” or “Public
Warrants”), each Public Warrant entitling its holder to purchase one half (1/2) of a share of Common Stock (the “Public
Warrant Shares”) at an exercise price of $11.50 per whole share;


 


WHEREAS,
the Company has received a binding commitment from WinVest SPAC LLC (the “Sponsor”) pursuant the Private Placement
Warrant Agreement, dated as of ______ __, 2021 (“Subscription Agreement”) to purchase 10,000,000 warrants (and up
to 10,900,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Warrants”,
and together with the Public Warrants, the “Warrants”), each Private Warrant entitling its holder to purchase one
half (1/2) of one share of Common Stock (“Private Warrant Shares”, and together with the Public Warrant Shares, the
“Warrant Shares”) at an exercise price of $11.50 per whole share, dated of common stock;


 


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


 


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; and


 


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


 


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


 


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


 


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


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board,
the Chief Executive Officer or the Chief Financial Officer of the Company. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 




    	 



    	 



    

 


2.2
Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of
the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


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


 


2.4
Detachability of Warrants. Each of the Common Stock and the Warrants comprising the Units will begin to trade separately on (i)
the 30th day after the effectiveness of the Registration Statement, or (ii) such earlier date as Chardan Capital Markets LLC, as representative
of the underwriters (the “Representative”), shall determine is acceptable (such date, the “Detachment Date”).
In no event will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report on Form
8-K with the SEC including audited balance sheet reflecting our receipt of the gross proceeds of the Public Offering and (ii) issues
a press release announcing when such separate trading will begin.


 


2.5
Private Warrants. The Private Warrants are identical to the Public Warrants and will be issued substantially in the form of Exhibit
A hereto.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to
the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at $11.50 per whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price”
as used in this Warrant Agreement refers to the price per whole share at which Common Stock may be purchased at the time such Warrant
is exercised. The Company will not issue fractional shares. As a result, such Registered Holder must exercise Warrants in multiples of
two at the Warrant Price (subject to adjustment) in order to validly exercise his, her or its Warrants.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the
later to occur of (i) the completion of the Company’s initial business combination and (ii) 12 months following the closing of
the Public Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) five years following the completion
of the Company’s initial business combination and (ii) the date fixed for redemption of the Warrants as provided in Section 6 of
this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price (as set
forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company
may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice
of not less than 20 days to Registered Holders of such extension and that such extension shall be identical in duration among all of
the then outstanding Warrants.


 




    	 



    	 



    

 


3.3
Exercise of Warrants.


 


3.3.1
Cash Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company,
may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, currently being:


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004


 


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


 


3.3.2
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if there is no effective registration statement
registering the Warrant Shares on any day the Registered Holder desires to exercise the Warrants and more than 90 days have passed since
the Company completed its initial business combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of
making a cash payment for whole numbers of Warrant Shares, by providing notice to the Chief Financial Officer of the Company in a subscription
form of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 


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


 


where:


 


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


 


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


 


A
= the fair market value of one share of Common Stock.


 


B
= the Warrant Price.


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


3.3.4
Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue,
or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered
Holder, deliver electronically through the facilities of the Depository Trust Corporation) 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 or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not
have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities
without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect
to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of
Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion
of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are
qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered
Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise
or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration
upon exercise or otherwise “net cash settle” the Warrant.


 


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


 


3.3.6
Date of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all
purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of
the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she or it makes
such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and
such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock
as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form
8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice
by the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) business days, confirm orally and in writing to such
holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since
the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of
a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is
delivered to the Company.


 




    	 



    	 



    

 


4.
Adjustments.


 


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


 


4.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event (other
than a change covered by Section 4.1), then, on the effective date of such consolidation, combination, reclassification or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.


 


4.3
Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and
unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account
of such Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders
of the Common Stock in connection with a proposed initial business combination, (d) as a result of the repurchase of Common Stock by
the Company in connection with an initial business combination or as otherwise permitted by the Investment Management Trust Agreement
between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s liquidation and the
distribution of its assets upon its failure to consummate a business combination (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date
of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors,
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a
per share basis with the per share amounts of all other cash dividends and cash distributions paid on the 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).


 


4.4
Adjustments in Exercise Price.


 


4.4.1
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1
and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, immediately prior to such
adjustment, by a fraction, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of
the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.


 


4.4.2
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 $9.50 per share of Common Stock
(with such issue price or effective issue price to be determined in good faith by the Board), (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 initial business combination (such price, the “Market
Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value,
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 165% of the Market Value.


 




    	 



    	 



    

 


4.5
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares
of Common Stock (other than a change covered by Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of
Common Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Registered
Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered
Holder would have received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if
any reclassification also results in a change in shares of Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be
made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.6
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1 – 4.5 the Company shall give written notice to each Registered Holder, at the last
address set forth for such Registered Holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


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


 


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


 


4.9
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 




    	 



    	 



    

 


5.
Transfer and Exchange of Warrants.


 


5.1
Transfer of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with any 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. From
and after the Detachment Date, this Section 5.1 will have no further force and effect.


 


5.2
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon the Company’s request.


 


5.3
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


 


5.4
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate for a fraction of a warrant.


 


5.5
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.6
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6.
Redemption.


 


6.1
Redemption. Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding Warrants may be
redeemed, in whole and not in part, at the option of the Company, at any time from and after the Warrants become exercisable, and prior
to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(“Redemption Price”); provided that the last sales price of the Common Stock has been equal to or greater than $16.50
per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty (20) trading days
within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given and
provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants
for each day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption Date (defined below).
For avoidance of doubt, if and when the Warrants become redeemable by the Company under this Section, the Company may exercise its redemption
right, even if it is unable to register or qualify the Warrant Shares for sale under all applicable state securities laws.


 


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


 




    	 



    	 



    

 


6.3
Exercise After Notice of Redemption. The Warrants may be exercised in accordance with Section 3 of this Warrant Agreement at any
time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date;
provided that the Company may require the Registered Holder who desires to exercise the Warrant to elect cashless exercise as set forth
under Section 3.3.2, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires. On and after
the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 


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


 


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


 


7.1
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company
or any other matter.


 


7.2
Lost, Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


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


 


7.4
Registration of Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) business
days after the closing of a business combination, it shall use its best efforts to file with the SEC a registration statement for the
registration under the Act of the shares of Common Stock issuable upon exercise of the Warrants, and to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of
the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register
the shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


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


 




    	 



    	 



    

 


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


 


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


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.


 


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


 


8.4
Liability of Warrant Agent.


 


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


 


8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The
Company agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any
Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and non-assessable.


 


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


 


8.6
Waiver. The Warrant Agent hereby waives any 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.


 




    	 



    	 



    

 


9.
Miscellaneous Provisions.


 


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


 


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


 


WinVest
Acquisition Corp.


125
Cambridgepark Drive, Suite 301


Cambridge,
MA 02140


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


 


Haynes
and Boone, LLP


30
Rockefeller Plaza, 26th Floor


New
York, New York 10112


Attn:
Rick A. Werner


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the
Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


 


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


 


9.3
Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby
agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Warrant Agreement shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served
upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the party receiving such service in any action, proceeding or claim.


 


9.4
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 9.2 hereof, the Representative and the
underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for
the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


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


 


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


 


[Signature
Page to Warrant Agreement]