Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of September 21, 2021, is by and between Inflection Point Acquisition Corp., 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 (“Class A Shares”) and one-half of
one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and
deliver up to 15,000,000 warrants (or up to 17,250,000 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 Inflection Point Holdings LLC, a Cayman Islands limited liability company (the
“Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 6,250,000 private placement warrants
(or up to 7,150,000 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) (the “Private Placement Warrants” and,
together with the Public Warrants, the “Warrants”), each bearing the legend set forth in Exhibit A hereto
at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”);


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s
officers and directors (collectively with Kingstown, the “Initial Purchasers”) 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”);


 


WHEREAS, each Warrant entitles the holder
thereof to purchase one Class A 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, File No. 333-253963
(the “Registration Statement”) and a 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
Class A 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 Chairperson of the Company’s board of directors (the “Board”),
President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of
issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry
Warrant Certificate”).



 


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



 


		2.3.	Registration.



 


		2.3.1.	Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”)
for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for
each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).



 


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 Class A 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 following such date, or earlier (the “Detachment Date”) with
the consent of Citigroup Global Markets Inc, as representative of the several underwriters, but in no event shall the Class A 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 Current Report on 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 Class A Share and one-half of one Public Warrant. If, upon the detachment
of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.



 






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		2.6.	Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working
Capital Warrants shall be identical to the Public Warrants, except that until the date that is thirty (30) days after the completion by
the Company of an initial Business Combination the Private Placement Warrants and the Working Capital Warrants may not be transferred,
assigned or sold by the holders thereof, other than:



 


		2.6.1.	to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of
such affiliates;



 


		2.6.2.	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;



 


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



 


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



 


		2.6.5.	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 Class A Shares
or Warrants were originally purchased;



 


		2.6.6.	by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor
upon dissolution of the Sponsor;



 


		2.6.7.	in the event of the Company’s liquidation prior to the consummation of a Business Combination; and



 


		2.6.8.	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 Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses 2.6.1 through
2.6.6, 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 Warrant shall entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Agreement, including without limitation, subsection 3.3.5, to purchase from the Company the number
of Class A 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 (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described
in the prior sentence at which the Class A 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 fifteen (15) Business
Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law),
provided, that the Company shall provide at least five (5) days’ prior written notice of such reduction to Registered Holders of
the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.





 






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		3.2.	Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) (A) commencing on the date that is thirty (30) days after the first date on which the Company completes a Business
Combination, and terminating on the earliest to occur of: (x) 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) with respect to a redemption
pursuant to Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section
6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration
statement. Each outstanding Warrant 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.



 


		3.3.1.	Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation,
subsection 3.3.5, 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”) Class A 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 Class A 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 Class A Shares and the issuance of such Class A Shares,
as follows:



 


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



 


		(b)	in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of
directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless
basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product
of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in
this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b)
and Section 6.2, the “Fair Market Value” shall mean the average closing price of the Class A Shares for the ten (10)
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 6 hereof; or



 


		(c)	as provided in Section 7.4 hereof.



 


		3.3.2.	Issuance of Class A 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 Class A 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 Class A 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 Class A 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 Class A 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 Class A Shares upon exercise of a Warrant unless
the Class A 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. 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 Class A Share, the Company shall round down to the nearest whole number, the number of Class A Shares to be issued to such
holder.



 






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		3.3.3.	Valid Issuance. All Class A 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 Class A Shares is issued shall for all purposes be deemed to have become the holder of record of such Class A 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 Class A 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) or any “group” of which the
holder or its affiliate is a member, 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 Class A Shares outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of Class A Shares beneficially owned by such person and its affiliates, or any
group of which such person and its affiliates is a member, shall include the number of Class A Shares issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude Class A Shares that would be issuable upon (x)
exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates, or any group of which
any such person or its affiliates is a member, 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, or any group of which such person or its affiliates is a member (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”), and the applicable regulations of the Commission. For purposes hereof, “group” has the meaning set forth
in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage held by the holder shall be determined
in a manner consistent with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described
in this subsection 3.3.5, 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 unless it provides to the Warrant Agent in its Election to Purchase, a certification that,
upon after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which
such holder or its affiliates is a member, would beneficially own in excess of the Maximum Percentage of the shares of Class A Shares
outstanding immediately after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes
of the Warrant, in determining the number of outstanding Class A Shares, the holder may rely on the number of outstanding Class A 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 Class A 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 Class A Shares then outstanding. In any case, the number of outstanding Class A 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 Class A 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.



 






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		4.	Adjustments.



 


		4.1.	Share Capitalizations.



 


		4.1.1.	Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below,
the number of outstanding Class A Shares is increased by a share capitalization payable in Class A Shares, or by a sub-division of Class
A Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of
Class A Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Shares.
A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase Class A Shares at a price
less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class
A Shares equal to the product of (i) the number of Class A 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 Class A Shares) and (ii) one (1) minus the quotient
of (x) the price per Class A 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 Class A Shares, in determining
the price payable for Class A 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 Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights. No Class A 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 all or substantially all of the holders of Class A
Shares on account of such Class A 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 Class A Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of Class A 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 the Company’s initial business combination or to redeem
100% of the Class A 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 Class A 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 Class A 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 Class A 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. Solely for purposes of illustration, if the Company, at a
time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash
dividends and cash distributions on the Class A Shares during the 365-day period ending on the date of declaration of such $0.35 dividend,
then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute
value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day
period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash
distributions paid or made in such 365-day period prior to such $0.35 dividend)).



 


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



 


		4.3.	Adjustments in Warrant Price.



 


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



 






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		4.3.2.	If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes
in connection with the closing of the initial Business Combination (excluding any issuance of the Forward Purchase Shares) at an issue
price or effective issue price of less than $9.20 per Class A 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 (including from such issuances, the Offering and the sale of the Forward Purchase Shares),
and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Class A 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, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.



 


		4.4.	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization
of the outstanding Class A Shares (other than a change covered by subsections 4.1.1, 4.1.2 or Section 4.2 hereof
or that solely affects the par value of such Class A 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 is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Class A Shares of
the Company in substantially the same proportions immediately before such transaction and that does not result in any reclassification
or reorganization of the outstanding Class A 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 Class A 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 Class A 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 Class A 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 Class
A 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 Class A 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 (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the voting
power of the Company’s outstanding equity securities (including with respect to the election of directors), the holder of a Warrant
shall be entitled to receive as the Alternative Issuance, the weighted average of the 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 participated in such tender or exchange offer on a pro rata basis with all other
holders of Class A Shares, 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 Class A 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 model as calculated by an accounting,
appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified
to make such calculation. “Per Share Consideration” means (i) if the consideration paid to holders of the Class
A Shares consists exclusively of cash, the amount of such cash per Class A Share, and (ii) in all other cases, the volume weighted average
price of the Class A 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 Class A 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.



 






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		4.5.	Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class
A 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 Class A 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 Class A 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 Class A 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 Class A Shares
as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in
its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise,
may be in the form as so changed.



 


		4.8.	Other Events. In case any event shall occur affecting the Company as to which none of the provisions
of the preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the
Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm
of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the
terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion. For the avoidance of doubt, all adjustments made pursuant to this Section 4.8 shall be made equally to all outstanding
Warrants.



 


		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 Class A Shares or the conversion of the Class B Ordinary Shares into Class A Shares, in each case, pursuant
to the Charter or the issuance of the Forward Purchase Shares.



 


		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.



 






    8


     


    

 


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



 


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



 


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



 


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



 


		6.	Redemption.



 


		6.1.	Redemption of Warrants for Cash. All, but 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 during the Exercise Period, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at a Redemption Price (as defined
below) of $0.01 per Warrant; provided that (a) the Reference Value 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 Class A Shares issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in
Section 6.2 below).



 


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



 


		6.3.	Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.2 hereof and prior to the Redemption Date. . In the event the Company determines to require all holders
of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption
will contain the information necessary to calculate the number of Class A Shares to be received upon exercise of the Warrants, including
the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.



 






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		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 meetings of shareholders or the election
of directors of the Company or any other matter.



 


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



 


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



 


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



 


		7.4.1.	Registration of the Class A 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 best efforts to file with
the Commission a post-effective amendment to the Registration Statement, or a new registration statement registering, under the Securities
Act, the issuance of the Class A Shares issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same
to become effective and to maintain the effectiveness of such post-effective amendment or registration statement, and a current prospectus
relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such post-effective
or registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the initial Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the
closing of the initial Business Combination and ending upon such post-effective amendment or 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 Class A Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of
Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A 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. Solely for
purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Class A
Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received
by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless
exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless
basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class
A 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.



 






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		7.4.2.	Cashless Exercise at Company’s Option. If the Class A 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 Warrants who exercise
their 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 Class A 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 best efforts to register or qualify for sale the Class A 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 Class A 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 Class A 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 or other
entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the United
States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any
further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.



 


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



 


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



 






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		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, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities,
including judgments, out of pocket costs and reasonable outside 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, fraud 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 Class A Shares
to be issued pursuant to this Agreement or any Warrant or as to whether any Class A 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 Class A Shares through the exercise of the Warrants.



 


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



 






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		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:



 


Inflection Point Acquisition Corp.

34 East 51st Street, 5th Floor

New York, NY 10022

Attention: Michael Blitzer, Co-Chief Executive Officer


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


in each case, with copies to:


 


White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attn: Joel L. Rubinstein, Esq.

Email: joel.rubinstein@whitecase.com


 


Citigroup Global Markets Inc.

c/o Broadridge Financial Solutions


1155 Long Island Avenue


Edgewood, New York 11717


Telephone: (800) 831-9146


 


and


 


Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attn: Frank Lopez, Esq.

Email: franklopez@paulhastings.com


 






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		9.3.	Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of
the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y)
having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel
in the foreign action as agent for such warrant holder.



 


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



 


		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 United States of America, 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 (x) curing any ambiguity or to correct any defective provision contained herein, including to conform the
provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting the definition
of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (z)
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 50% of the number of the then outstanding 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]


 




    14


     


    

 


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


 


	 	INFLECTION POINT ACQUISITION CORP.
	 	 
	 	By:	/s/ Michael Blitzer
	 	 	Name: 	 Michael Blitzer
	 	 	Title: 	Co-Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Margaret B. Lloyd
	 	 	Name: 	Margaret B. Lloyd
	 	 	Title: 	Vice President



 



    15


     


    

 


EXHIBIT A


 


PRIVATE PLACEMENT WARRANTS LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY
AND AMONG INFLECTION POINT ACQUISITION CORP. (THE “COMPANY”), INFLECTION POINT HOLDINGS 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.


 




    A-1


     


    

 


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

INFLECTION POINT ACQUISITION CORP.


 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP [●]


 


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 Inflection Point Acquisition
Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
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. 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. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


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


 


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


 


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


 




    B-1


     


    

 


	 	INFLECTION POINT ACQUISITION CORP.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



 






    B-2


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of [ ], 2021 (the “Warrant Agreement”), duly executed and delivered by the
Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 






    B-3


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such Ordinary Shares to
the order of Inflection Point Acquisition Corp. (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 of , whose address is , and that such Ordinary
Shares be delivered to , whose address is . If said number of Ordinary 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 is and that such Warrant Certificate be delivered to , whose address is .


 


In the event
that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company
has required “cashless” exercise pursuant to Section 6.3 and Section 3.3.1(b) of the Warrant Agreement, the number
of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 6.3 and Section 3.3.1(b)
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 Ordinary
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
is and that such Warrant Certificate be delivered to , whose address is .


 


[Signature Page Follows]


 






    B-4


     


    

 


	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)).


 


 


B-5