Exhibit
4.4


 


	NUMBER

        ________
	 	(SEE
    REVERSE SIDE FOR LEGEND) 

    THIS WARRANT WILL BE VOID IF NOT 

    EXERCISED PRIOR TO THE EXPIRATION 

    DATE (DEFINED BELOW)  	 	  WARRANTS








 PACIFIC
SPECIAL ACQUISITION CORP.


 


CUSIP G68588
121


 


WARRANT


 


THIS
CERTIFIES THAT, for value received


 


is
the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the
five year anniversary of the completion by Pacific Special Acquisition Corp., a British Virgin Islands company (the “Company”),
of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, contractual arrangements,
or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase
one half (1/2) of one fully paid and non-assessable ordinary share, no par value (“Shares”), of the Company for each
Warrant evidenced by this Warrant Certificate.  The Warrant entitles the holder thereof to purchase from the Company,
commencing on the later of (a) [one year from the date of the final prospectus] and (b) the Company’s completion
of a Business Combination, such whole number of Shares of the Company at the price of $12.00 per whole share, upon surrender of
this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and
Continental Stock Transfer & Trust Company.  In no event will the Company be required to net cash settle any warrant
exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.   The term
Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the
Warrant is exercised.


 


No
fraction of a Share will be issued upon any exercise of a Warrant.  A warrantholder may exercise its warrants only for
a whole number of shares.  This means that only an even number of warrants may be exercised at any given time by a warrantholder.


 


Upon
any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered
holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by 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 and evidencing in
the aggregate a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency 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 in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.


 






     

    

    

 


The
Company and the Warrant Agent may deem and treat the registered holder as the absolute owner 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 registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.




 


This
Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.


  


The
Company reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders
of record of the Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if
the last sale price of the Shares has been at least $18.00 per share on each of 20 trading days within any 30 trading day period
(the “30-day trading period”) ending on the third business day prior to the date on which notice of such call is given
and if, and only if, there is a current registration statement in effect with respect to the Shares underlying the Warrants for
each day of the 30-day trading period and continuing each day thereafter until the date of redemption.  The call price
of the Warrants is to be $.01 per Warrant.  Any Warrant either not exercised or tendered back to the Company by the
end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except
for the $.01 call price.


 


By


	 	 	 	 
	 	Chairman	 	Chief Executive
    Officer


 









    	 	2	 



    

    

 


SUBSCRIPTION
FORM


To
Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate,
and to purchase the ordinary shares issuable upon the exercise of such Warrants, and requests that Certificates for such shares
shall be issued in the name of


 


	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 


 (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


 


and
be delivered to                                                                                                                                                                                                                                                                                 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 





 



and,
if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate
for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:


 


	Dated:	  	 	 
	 	 	 	(SIGNATURE)
	 	 	 	 
	 	 	 	(ADDRESS)
	 	 	 	 
	 	 	 	 
	 	 	 	(TAX IDENTIFICATION
    NUMBER)


  









    	 	3	 



    

    

 


ASSIGNMENT


To
Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received, _______________________ hereby sell, assign, and transfer unto


 


	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


 


and
be delivered to                                                                                                                                                                                                                                                                                 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint _________________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


 


	Dated:
    _____________________         	 
	 	(SIGNATURE)


 


The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate
in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
trust company or a member firm of the NYSE Amex, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.


 


 


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