Exhibit 4.4


 


WARRANT AGREEMENT


 


ESGEN ACQUISITION CORPORATION


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


Dated          ,
2021


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated           , 2021, is by and between ESGEN
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that
the Company enter into that certain Private Placement Warrants Purchase Agreement, with ESGEN LLC, a Delaware limited liability company
(the “Sponsor”) and one or more client accounts of Salient Capital Advisors, LLC, a Texas limited liability
company (each, a “Salient Client Account” and collectively, the “Salient Client Accounts”),
pursuant to which the Sponsor and the Salient Client Accounts will purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants
if the underwriters in the Public Offering (as defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously
with the closing of the Public Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in
Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement
Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50
per share, subject to adjustment as described herein; and


 


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


 


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


 






     


     


    

 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-1, File No.
333-          and File No. 333-          ,
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 Ordinary Shares included in the Units; 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 and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


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


 


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


 


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


 


	2.	Warrants.



 


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



 


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



 


		2.3.	Registration.



 


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



 






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


 


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


 


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



 


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



 






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		2.5.	Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the
Units, each of which is comprised of one Ordinary Share and one-half of one whole 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.



 


		2.6.	Private Placement Warrants. The Private Placement Warrants shall be identical to the Public
                                                                                                    Warrants, except that so long as they are held by the Sponsor, a Salient Client Account or any of their Permitted Transferees (as
                                                                                                    defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c)
                                                                                                    hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred,
                                                                                                    assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination and
                                                                                                    (iii) shall not be redeemable by the Company pursuant to Section 6 hereof and; provided, however, that in the case
                                                                                                    of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be
                                                                                                    transferred by the holders thereof:



 


		2.6.1	to the Company’s officers or directors, any affiliates or family members 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 one of the individual’s immediate family or
to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization;



 


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



 


		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 agreement
or in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private
Placement Warrants or Ordinary Shares, as applicable, were originally purchased;



 


		2.6.6	by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;



 


		2.6.7	to the Company for no value for cancellation in connection with the consummation of our initial Business
Combination;



 


		2.6.8	in the event of the Company’s liquidation prior to the completion of its initial Business Combination;
or



 






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		2.6.9	in the event of the Company’s completion of a liquidation, merger, share exchange or other similar
transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or
other property subsequent to the completion of the Company’s initial Business Combination;



 


		2.6.10	provided, however, that, in the case of sections 2.6.1 through 2.6.6,
these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions in this Agreement.



 


	3.	Terms and Exercise of Warrants.



 


		3.1.	Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share (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
Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at
any time prior to the Expiration Date (as defined below) for a period of not less than fifteen 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 days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided further,
that any such reduction shall be identical among all of the Warrants.



 


		3.2.	Duration of Warrants. A Warrant may be exercised only during the period (the
                                                                                                    “Exercise Period”) (A) commencing the date that is thirty (30) days after the first date on which the
                                                                                                    Company completes a Business Combination and (B) terminating at 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 in accordance with the Company’s amended and restated memorandum and articles of association, as
                                                                                                    amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the
                                                                                                    Private Placement Warrants then held by the Sponsor, a Salient Client Account or their Permitted Transferees with respect to a
                                                                                                    redemption pursuant to Section 6 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as
                                                                                                    provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise
                                                                                                    of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
                                                                                                    below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to
                                                                                                    the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by
                                                                                                    the Sponsor, a Salient Client Account or their Permitted Transferees in connection with a redemption pursuant to Section 6
                                                                                                    hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement
                                                                                                    Warrant then held by the Sponsor, a Salient Client Account or their Permitted Transferees in the event of a redemption pursuant to Section 6.1
                                                                                                    hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
                                                                                                    thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion
                                                                                                    may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty
                                                                                                    (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such
                                                                                                    extension shall be identical in duration among all the Warrants.



 






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		3.3.	Exercise of Warrants.



 


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



 


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



 


		(b)	[Reserved];



 


		(c)	with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the
Sponsor, the Salient Client Accounts or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less
the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor
Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading
days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is
sent to the Warrant Agent;



 






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



 


		(e)	as provided in Section 7.4 hereof.



 


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



 


		3.3.3	Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity
with this Agreement shall be validly issued, fully paid and nonassessable.



 






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		3.3.4	Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable,
for Ordinary Shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have
become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant,
was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system
of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the share transfer books or book-entry system are open.



 


		3.3.5	Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects
to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject
to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent
shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as the holder may specify, the “Maximum Percentage”)
of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that
would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its
affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock
Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth
the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of
the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number
of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.



 






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	4.	Adjustments.



 


		4.1.	Share Capitalizations.



 


		4.1.1	Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6
below, the number of issued and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or
by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or
similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in
the issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders
to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization
of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or
issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the
Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending
on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.



 






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		4.1.2	Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary Shares a dividend or
make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other shares into which the Warrants are
convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination,
(d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation
to provide holders of Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business
Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the
time period required by the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time,
or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as a result of the repurchase
of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval
or (f) 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 Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the
Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not
exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4
and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant).





 






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



 


		4.3.	Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise
of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.



  






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



 






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		4.5.	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization
of the issued and outstanding Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or
that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another 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 issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the
Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of
election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and
amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall
be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation
or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of association
or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together
with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) 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) 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) more than
50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary
Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further
that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the
form of 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
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but
in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account,
(ii) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the
90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to
holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases,
the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to
the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered
by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2,
4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the
par value per share issuable upon exercise of such Warrant.



 






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		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, 4.2, 4.3, 4.4 or 4.5, 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.



 


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



 


		4.8.	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 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.



  






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	5.	Transfer and Exchange of Warrants.



 


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



 


		5.2.	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer, 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 with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in
whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository;
provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend
(as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.



 


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



 


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



 


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



 


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



 






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6.             Redemption.


 


		6.1.	Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price 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 issuance of the Ordinary Shares
issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as
defined in Section 6.3 below).



 


		6.2.	Redemption of Warrants for Ordinary Shares. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption
Price of $0.10 per Warrant, provided that the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance
with Section 4 hereof). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2,
Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1
and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes
of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined
in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2,
the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the
ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent
to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered
Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described
above ends.



 






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    Redemption
    Fair Market Value of Ordinary Shares

    (period to expiration of warrants)
	 
	
    Redemption Date
	 	
    ≤ 10.00
	 	
    11.00
	 	
    12.00
	 	
    13.00
	 	
    14.00
	 	
    15.00
	 	
    16.00
	 	
    17.00
	 	
    ≥18.00
	 
	60 months	 	0.261	 	0.280	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361	 
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361	 
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361	 
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361	 
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361	 
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361	 
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361	 
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361	 
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361	 
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361	 
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361	 
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361	 
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361	 
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361	 
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361	 
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361	 
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361	 
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 


 


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


 


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise
Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant
to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately
prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The
number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied
by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00
and (b) in the case of an adjustment pursuant to 4.1.2 hereof, the adjusted share prices in the column headings shall equal
the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment.
In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject
to adjustment).


 






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		6.3.	Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that
the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption
(the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered
Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants
are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last
reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending
on the third trading day prior to the date on which notice of the redemption is given.



 


		6.4.	Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given
by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record
holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.



 


		6.5.	Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided
in Section 6 hereof shall not apply to the Private Placement Warrants. Private Placement Warrants that are transferred to persons
other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under
this Agreement, including for purposes of Section 9.8 hereof.



 


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



 






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



 





		7.4.1	Registration of the Ordinary Shares.
                                            The Company agrees that as soon as practicable, but in no event later than twenty (20) Business
                                            Days after the closing of its initial Business Combination, it shall use its commercially
                                            reasonable efforts to file with the Commission a post-effective amendment to the Company’s
                                            registration statement on Form S-1 or a new registration statement for the registration,
                                            under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants.
                                            The Company shall use its commercially reasonable efforts to cause the same to become effective,
                                            as applicable, within sixty (60) Business Days following the closing of its initial
                                            Business Combination and to maintain the effectiveness of such registration statement, and
                                            a current prospectus relating thereto, until the expiration or redemption of the Warrants
                                            in accordance with the provisions of this Agreement. If any such registration statement has
                                            not been declared effective by the sixtieth (60th) Business Day following
                                            the closing of the 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 Business Combination and ending upon such registration statement being declared effective
                                            by the Commission, and during any other period when the Company shall fail to have maintained
                                            an effective registration statement covering the issuance of the Ordinary 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 another exemption) for that number of Ordinary Shares equal to the lesser of (A) the
                                            quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
                                            the Warrants, multiplied by the excess of the “Fair Market Value” (as defined
                                            below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for
                                            purposes of this subsection 7.4.1, “Fair Market Value”
                                            shall mean the volume-weighted average price of the Ordinary Shares 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 Ordinary Shares
                                            issued upon such exercise shall be freely tradable under United States federal securities
                                            laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities
                                            Act) of the Company and, accordingly, shall not be required to bear a restrictive legend.
                                            Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and
                                            until all of the Warrants have been exercised or have expired, the Company shall continue
                                            to be obligated to comply with its registration obligations under the first three sentences
                                            of this subsection 7.4.1.



 






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



 


8.             Concerning
the Warrant Agent and Other Matters.


 


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



 






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		8.2.2	Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the
Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary 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.



 


		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, the Chief
Financial Officer or the 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.



 






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		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 Ordinary
Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully
paid and nonassessable.



 


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



 


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



 






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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:



 


ESGEN Acquisition Corporation

5956 Sherry Lane


Suite 1400

Dallas, Texas 75225

Attention: Andrejka Bernatova


 


with a copy to:


 


Kirkland & Ellis LLP

609 Main Street #4700

Houston, Texas 77002

Attention: Julian Seiguer


 


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

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


		9.3.	Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this
                                                                                                    Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the
                                                                                                    Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall
                                                                                                    be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New
                                                                                                    York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive 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. Notwithstanding the foregoing, these provisions of the warrant
agreement 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.



 






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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.



 






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		9.8.	Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered
Holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform
the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision
contained herein, (ii) amending the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with
the second sentence of subsection 4.1.2, (iii) adding or changing any provisions with respect to matters or questions
arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not materially adversely affect
the rights of the Registered Holders under this Agreement and (iv) to make any amendments that are necessary in the good faith determination
of the Company’s board of directors (taking into account then existing market precedents) to allow for the Warrants to be classified
as equity in the Company’s financial statements. All other modifications or amendments, including any modification or amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall
require the vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect
to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement
Warrants, 50% of the then-outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of
the Registered Holders.



 


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



 


Exhibit A — Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 









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


 


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


 





[Signature
Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 









     


     


    

 


EXHIBIT B LEGEND


 


PRIVATE PLACEMENT WARRANTS