Exhibit 4.1


 


WARRANT AGREEMENT


 


between


 


YELLOWSTONE ACQUISITION COMPANY


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


Dated as of October 21, 2020


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of October 21, 2020, is by and between Yellowstone Acquisition Company, a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant
agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, on October
21, 2020, the Company entered into that certain Second Amended and Restated Sponsor Warrants Purchase Agreement with BOC Yellowstone
LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate
of 7,500,000 warrants (or 7,875,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as
defined below) is exercised in full) simultaneously with the closing of the 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


 


WHEREAS, in order
to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds,
of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price
of $1.50 per warrant; and


 


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 share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 6,250,000 warrants (including up to 937,500 warrants subject
to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private
Placement Warrants, the “Warrants”).  Each whole Warrant entitles the holder thereof to purchase one whole
share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per share, subject
to adjustment as described herein; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File
No. 333-249035) (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Common
Stock 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, 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.


 


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 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.  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”).  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 which shall be in the form annexed hereto as Exhibit A.


 




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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, 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.


 


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 any physical 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 Common Stock 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 Wells Fargo Securities,
LLC, as representative of the several underwriters, but in no event shall the Common Stock and the Public Warrants comprising the
Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the
Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press
release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5. No Fractional
Warrants Other Than as Part of Units.  The Company shall not issue fractional Warrants other than as part of Units,
each of which is comprised of one share of Common Stock and one-half of one Public Warrant.  If, upon the detachment
of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company
shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 




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2.6. Private Placement
Warrants; Forward Purchase Warrants.


 


2.6.1. 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 or any of its 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) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not
be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private
Placement Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise
of the Private Placement Warrants may be transferred by the holders thereof:


 


(a) to the
Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor;


 


(b) in the
case of an individual, by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is
a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;


 


(c) in the
case of an individual, by virtue of laws of descent and distribution upon death of such person;


 


(d) in the
case of an individual, pursuant to a qualified domestic relations order;


 


(e) by virtue
of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor;


 


(f) by private
sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater
than the price at which the Private Placement Warrants were originally purchased;


 


(g) in the
event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or


 


(h) in the
event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in
all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property subsequent to the completion of the Company’s initial Business Combination;


 


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


 






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3. Terms and Exercise
of Warrants.





 


3.1. Warrant Price.  Each
Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of
$11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.  The
term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be
purchased at the time a Warrant is exercised.  The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the
Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and,
provided further that any such reduction shall be identical among all of the Warrants.


 


3.2. Duration of Warrants.  A
Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of: (i) the date that
is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”)
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and, in either case, terminating at
5:00 p.m., New York City time on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (x) the liquidation of the Company, (y) other than with respect to the Private Placement
Warrants held by the Sponsor, the Redemption Date (as defined below) as provided in Section 6.3 hereof, or (z) the Alternative
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.  Except with respect to the right to receive the Redemption
Price (as defined below) or the Alternative Redemption Price (as defined below) (other than with respect to a Private Placement
Warrant then held by the Sponsor or its Permitted Transferees) 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 or its Permitted Transferees in the event of a redemption)
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, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full the Warrant Price for each full share of Common Stock 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 shares of Common Stock
and the issuance of such Common Stock, as follows:


 


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


 




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(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 shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value.  Solely for purposes of this
subsection 3.3.1(b) and Section 6.4, the “Fair Market Value” shall mean the average reported last sale price
of the Common Stock 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;


 


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


 


(d)
as provided in Section 7.4 hereof.


 


3.3.2. Issuance
of Shares of Common Stock 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 full shares of Common
Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares
of Common Stock as to which such Warrant shall not have been exercised.  Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Common Stock 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 shares of Common Stock 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
shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants.  In
the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the
shares of Common Stock underlying such Unit.  In no event will the Company be required to net cash settle the Warrant
exercise.  The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”
pursuant to Section 7.4.  If, by reason of any exercise of warrants on a “cashless basis”, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock,
the Company shall round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 




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3.3.3. Valid Issuance.  All
shares of Common Stock 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 shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares of Common Stock 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 shares of Common Stock 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 shares of Common
Stock outstanding immediately after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.  Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For purposes
of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form
10-Q, current report on Form 8-K or other public filing with the 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 shares of Common Stock
outstanding.  For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding.  In
any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares
of Common Stock was reported.  By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 




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4. Adjustments.


 


4.1. Stock Dividends.


 


4.1.1. Split-Ups.  If
after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A
rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the
quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value.  For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common
Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such
rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the
volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.





  


4.1.2. Extraordinary
Dividends.  If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common
Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders
of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders
of Common Stock in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Common Stock
if the Company does not complete the Company’s initial Business Combination within the time period set forth in the Company’s
amended and restated certificate of incorporation, or (e) in connection with the redemption of the Common Stock upon the Company’s
failure to complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date
of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith)
of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.  For
purposes of this subsection 4.1.2, “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 Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant)
does not exceed $0.10 (being 1% of the offering price of the Units in the Offering).


 






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


 


4.3. Adjustments in
Exercise Price.  Whenever the number of shares of Common Stock 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 (a) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.  If, (x) in connection with
the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company
which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued
by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue
price or effective issue price of less than $9.20 per share of Common Stock, 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 shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”) and (y) the volume-weighted average trading price
of shares of Common Stock 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,
and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted
(to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 




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4.4. Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the 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 shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the 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 Common Stock 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 Common Stock 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 Common Stock (other
than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the
Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase
of shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders 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 50% of the outstanding shares of Common
Stock, 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 stockholder 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 Common Stock 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 Common Stock in the applicable event is payable
in the form of common stock 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 (“Bloomberg”).  For purposes of calculating such amount, (1) Section 6 of this Agreement shall
be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock
as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event,
(3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading
day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall
correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share
of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock 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 shares of Common Stock 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 shares of Common Stock 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 of Common Stock 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
shares of Common Stock 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 shares of Common Stock to be issued to
such holder.


 




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4.7. Form of Warrant.  The
form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares of Common Stock 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 or 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.


 


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


 




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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.  Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed,
at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price of $0.01 per
Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock reported has been at least
$18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of 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 and
provided that there is an effective registration statement covering the shares of Common Stock 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)
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2. Redemption of
Warrants for Common Stock.  Subject to Section 6.5 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their
expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a price equal to a number of shares of Common Stock 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 “Fair Market Value” (as
such term is defined in subsection 3.3.1(b) (the “Alternative Redemption Price”), provided that the
last sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4
hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an
effective registration statement covering the shares of Common Stock 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) or the Company
has elected to require the exercise of warrants on a “cashless basis” pursuant to subsection 3.3.1.


 




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	Redemption
    Date 

    (period to expiration of warrants)	 	Fair
    Market Value of Class A Common Stock
	<$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	>$18.00
	60
    months	 	0.261	 	0.281	 	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


 


If the exact Fair
Market Value and Redemption Date (as defined below) are between two values in the table above or the Redemption Date is between
two redemption dates in the table above, the number of shares of Common Stock to be issued for each Warrant redeemed will be determined
by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier
and later redemption dates, as applicable, based on a 365-day year.


 


The stock 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 is adjusted pursuant to Section 4.  The adjusted stock prices in the column headings
shall equal the stock 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.


 




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6.3. Date Fixed for,
and Notice of, Redemption.  In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”).  In the event that the Company elects
to redeem all of the Warrants pursuant to Section 6.2, the Company shall fix a date for redemption (the “Alternative
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.


 


6.4. Exercise After
Notice of Redemption.  The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b) 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.  In the event that the Company determines to require all
holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice
of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise
of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) 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 or the Alternative Redemption Price, as applicable.


 


6.5. Effect of Private
Placement Warrants and Forward Purchase Warrants.


 


6.5.1. The Company
agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants if at the time
of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees.  However,
once such Private Placement Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company
may redeem the Private Placement Warrants, provided that the criteria for redemption are met, including the opportunity of the
holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4.  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.


 


6.5.2. The Company
agrees that the provisions of Section 6.2 shall apply to the Private Placement Warrants pari passu with the Public Warrants.


 


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


 


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


 




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


 


7.4. Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1. Registration
of the Common Stock.  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 registration
statement for the registration, under the Securities Act, of the shares of Common Stock 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 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 registration statement has not been declared effective by the 60th Business Day following
the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock 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 statute) or another
exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value” (as defined below) 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 Common Stock 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 shares of
Common Stock 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, 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 Common Stock is at the time of any exercise of a Warrant not listed on
a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act (or any successor statute), 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 (or any successor statute) 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 Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and
(y) use its best efforts to register or qualify the Common Stock issuable upon exercise of the Public Warrant 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 shares of Common Stock 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 of Common Stock.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent.  The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.  If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent.  If the Company shall fail to make such appointment within a
period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the
holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority.  After appointment, any successor Warrant Agent
shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes
necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder;
and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments
in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.


 




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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 Common Stock not later than the effective date of any such appointment.


 


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


 


8.3. Fees and Expenses
of Warrant Agent.


 


8.3.1. Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.


 


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


 


8.4. Liability of
Warrant Agent.


 


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


 


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


 




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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 shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
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 shares of Common Stock 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.


 


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:


 


Yellowstone Acquisition Company

1411 Harney Street, Suite 200


Omaha. Nebraska 68102

Attention: Adam K. Peterson


 






    19


     


    

 


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, New York 10004

Attn: Compliance Department


 


9.3. Applicable Law.  The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction.  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.  The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


 


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


 


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


 


9.6. Counterparts.  This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 






    20


     


    

 


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 for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders.  All other modifications or amendments, including
any 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; provided
that if an amendment adversely affects the Private Placement Warrants in a different manner than the Public Warrants or vice versa,
then the vote or written consent of the Registered Holders of 65% of the Public Warrants and 65% of the Private Placement Warrants,
voting as separate classes, shall be required.  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


 




    21


     


    

 


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


 


	 	Yellowstone Acquisition Corporation  
	 	 	 
	 	By:	/s/ Joshua P. Weisenburger
	 	 	Name: Joshua P. Weisenburger
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Continental Stock Transfer & Trust Company,

as Warrant Agent
	 	 	 
	 	By:	/s/ Ana Gois
	 	 	Name: Ana Gois
	 	 	Title: Vice President



 


[Warrant Agreement Signature Page]


  




     


     


    

 


Exhibit A


 


[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


 


YELLOWSTONE ACQUISITION COMPANY

Incorporated Under the Laws of the State of Delaware


 


CUSIP 98566K113


 


Warrant Certificate


 


This Warrant
Certificate certifies that, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Stock”), of Yellowstone Acquisition Company, a Delaware corporation (the “Company”).  Each
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 shares of Common Stock as set forth below, at the exercise price (the
“Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank
check payable to the Company (or through “cashless exercise” as provided for in the Warrant Agreement)
upon surrender of this Warrant Certificate and payment of the Exercise 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 Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock.   No fractional shares will be issued upon exercise
of any Warrant. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share Common
Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued
to the warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon
the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise
Price is equal to $11.50 per share of Common Stock.  The Exercise Price is subject to adjustment upon the occurrence
of certain events as 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.


 




    A-1


     


    

  


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, without regard to conflicts of
laws principles thereof.


 


	 	Yellowstone Acquisition Corporation
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Continental Stock Transfer & Trust Company,
	 	as Warrant Agent
	 	 	 
	 	By:	            
	 	 	Name:
	 	 	Title:



 






    A-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 shares
of Common Stock and are issued or to be issued pursuant to a Warrant Agreement, dated as of October 21, 2020 (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 Exercise 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 shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock 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 shares of Common Stock issuable upon 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 a share of Common Stock, the Company shall, upon exercise, round
down to the nearest whole number of shares of Common Stock 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 stockholder
of the Company.


 






    A-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 shares of Common Stock and herewith
tenders payment for such shares of Common Stock to the order of Yellowstone Acquisition Company (the “Company”)
in the amount of $____________ in accordance with the terms hereof.  The undersigned requests that a certificate for
such shares of Common Stock be registered in the name of, whose address is and that such shares of Common Stock be delivered to
whose address is.  If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common
Stock 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 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4
of the Warrant Agreement.


 


In the event that
the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to
subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that
the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant
Agreement, the number of shares of Common Stock 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 (as such term is defined in the Warrant Agreement) may be exercised, to the extent allowed by the Warrant Agreement,
through cashless exercise (i) the number of shares of Common Stock 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 shares of Common Stock.  If
said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares
of Common Stock be registered in the name of, whose address is and that such Warrant Certificate be delivered to, whose address
is.


 


[Signature Page follows]


 




    A-4


     


    

  


Date: _______________, 20__


 


	 	                   
	 	(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 RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE)).


    




    A-5


     


    

 


Exhibit B


 


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 LETTER AGREEMENT BY AND AMONG YELLOWSTONE ACQUISITION COMPANY (THE “COMPANY”), BOC YELLOWSTONE
LLC AND [THE OTHER PARTIES 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 SHARES OF CLASS A COMMON STOCK 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.”


 


No. Warrants


 


 


B-1