Exhibit 4.4 


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of _____, 2020, is by and between Carney Technology Acquisition Corp. II,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the
“Transfer Agent”).


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”) and one-third of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 11,666,667 warrants (or up to 13,416,667 warrants if the
Over-allotment Option is exercised in full) to public investors in the Offering (the “Public Warrants”);
and


 


WHEREAS, on ____, 2020,
the Company entered into that certain Units Subscription Agreement with Carney Technology Sponsor II LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 900,000 Units
simultaneously with the closing of the Offering at a purchase price of $10.00 per Unit and in connection therewith, will issue
and deliver up to an aggregate of 300,000 warrants bearing the legend set forth in Exhibit B hereto (“Private
Placement Warrants”); and


 


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 executive officers and directors may, but are not obligated
to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to
an additional 150,000 Units at a price of $10.00 per Unit, and in connection therewith, will issue and deliver up to an aggregate
of 50,000 warrants (the “Working Capital Warrants”); and


 


WHEREAS, following
consummation of the Offering, the Company may issue additional warrants (“Post IPO Warrants”; together
with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination (defined below); and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form
S-1, File No. 333-249415 (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, and, if a physical certificate is issued, shall be in
substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed
by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer,
Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


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


 


2.3 Registration.


 


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


 


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


 


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


 


2.4 Detachability
of Warrants. The 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 Morgan Stanley
& Co. LLC, Cantor Fitzgerald & Co. and Mizuho Securities USA LLC, as representatives of the several underwriters (the “Representatives”),
but in no event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company
has filed (i) 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 (ii) a second or amended Current Report on Form 8-K to provide updated
financial information to reflect the underwriter’s exercise of the Over-allotment Option, if the Over-allotment Option is
exercised following the filing of the Current Report on Form 8-K pursuant to clause (i) above, and (B) the Company issues a press
release announcing when such separate trading shall begin.


 




    2


     


    

 


2.5 No Fractional
Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units, each
of which is comprised of one share of Common Stock and one-third 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.


 


2.6 Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants, except that so long as they are held by the original purchasers thereof or any Permitted Transferees (as
defined below), as applicable, the Private Placement Warrants and the Working Capital 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 pursuant to Section 6.1 hereof; provided, however, that in the case
of clause (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock issued upon exercise
of the Private Placement Warrants or the Working Capital Warrants, that in each case, are held by the original purchasers thereof
or any Permitted Transferees may be transferred by the holders thereof:


 


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


 


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


 


(c) in the case of
an individual, by virtue of the 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 private sales
or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at
which the Warrants were originally purchased;


 


(f) in the event
of the Company’s liquidation prior to consummation of the Company’s Business Combination;


 


(g) by virtue of
the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or


 


(h) in the event
of the Company’s liquidation, merger, capital stock exchange, reorganization 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 our completion of our initial business combination;


 


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


  


2.7 Working
Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8 Post-IPO
Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants
except as may be agreed upon by the Company.


  




    3


     


    

 


3. Terms and
Exercise of Warrants.


 


3.1 Warrant
Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of 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”), or (ii) the date that is twelve (12) months from the date of the
closing of the Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five
(5) years after the date on which the Company completes its initial Business Combination, (y) the commencement of the winding up
and liquidation of the Company in accordance with its amended and restated certificate of incorporation, as amended from time to
time, or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held
by the original purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below) as provided in Section
6.3 hereof (the Expiration Date”); provided, however, that the exercise
of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below
with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital
Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption
(as set forth in Section 6 hereof)), each outstanding Warrant (other than a Private Placement Warrant or a Working
Capital Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption
as provided in Section 6 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise
of Warrants.


 


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


 


(a) by certified
check payable to the order of the Warrant Agent or by wire transfer;


 


(b) [reserved];


 




    4


     


    

 


(c) with respect
to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant
is held by the original purchaser thereof or a Permitted Transferee, as applicable, 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;


 


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


 


(e) 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. If fewer than all the Warrants evidenced by a Book-Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any 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, or
a valid exemption from registration is available, 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 from
registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In
the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant 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
6.2 and 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.


 


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.


 






    5


     


    

 


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 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 holder(together with such holder’s affiliates or
any other person subject to aggregation with such person for purposes of the “beneficial ownership” test under
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any
“group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be a
part), to the Warrant Agent’s actual knowledge, would beneficially own (within the meaning of Section 13 of the
Exchange Act) (or to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the
rules and regulations thereunder would result in a higher ownership percentage, such higher percentage would be) in excess of
4.9% or 9.8% (or such other amount as a 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 holder and its affiliates or any such other person or
group 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 holder 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 holder 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 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.


  


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) and (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.


 






    6


     


    

 


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 amend the Company’s amended
and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter
prior thereto or to redeem 100% of the public shares of Common Stock if the Company does not complete the Business
Combination within the period set forth in the Company’s amended and restated certificate of incorporation or
(ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity or (e) in connection with the redemption of public shares of Common Stock upon the failure of the Company to
complete its 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 $0.50 (being
5% of the offering price of the Units in the Offering).


 


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 Warrant Price.


 


4.3.1 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 (x) 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 (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.


 


4.3.2 If (i) the
Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common
Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective
issue price of less than $9.20 per 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 founder
shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”),
(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and
(iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates the initial Business Combination (such price, the "Market Value") is
below $9.20 per share, then the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section
6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price.


 






    7


     


    

 


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 entity or conversion of the Company as another entity (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 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 in connection with the closing of any such consolidation,
merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto with the Warrant Agent
providing for delivery of such Alternative Issuance; provided, further, 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) (but in no event
less than zero) 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) 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 amount of cash per share of Common Stock, if any, plus 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.


 




    8


     


    

  


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.


 


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 preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in
order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that
an adjustment is necessary, the terms of such adjustment, provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with the Business Combination. The
Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9 No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into shares
of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to
the Company’s amended and restated certificate of incorporation, as amended from time to time.


 


5. Transfer
and Exchange of Warrants.


 


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


 






    9


     


    

 


5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal aggregate number of
Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant
Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be
transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to
a nominee of a successor depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital
Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


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


  


6. Redemption.


 


6.1 Redemption of
Warrants for Cash at $0.01 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period, the Company
may, at its option, redeem all (and not part) of the outstanding Warrants at the office of the Warrant Agent, upon notice to the
Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price (as defined in Section 6.3
hereof) of $0.01 per Warrant, provided that (a) the last reported sale price of the Common Stock for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to
the Registered Holders equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there
is an effective registration statement covering the 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).


 


6.2 Redemption
of Warrants for Cash at $0.10 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period,
the Company may, at its option, redeem all (and not part) of the outstanding Warrants at the office of the Warrant Agent,
upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of
$0.10 per Warrant, provided that the last reported sale price of the Common Stock for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the
Registered Holder equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and,
if the last reported sale price of the Common Stock for any 20 trading days within a 30-trading day period ending on the
third trading day prior to the date on which the Company sends the notice of redemption to the Registered Holder is less than
$18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also
concurrently exchanged on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in
connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise
their Warrants; provided, that any such exercise be on a “cashless basis” and a redeeming Registered Holder will
receive 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 “Redemption Fair Market
Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely
for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the 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 redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any
redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair
Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 






    10


     


    

 


	Redemption Date	 	Redemption Date Fair Market Value of Common Stock	 
	(period to expiration of warrants)	 	<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	 




 


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


 


The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares of Common Stock issuable upon exercise
of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares of Common Stock issuable
upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal
the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after
such adjustment and the denominator of which is the Warrant Price immediately prior to such adjustment. In such an event, the number
of shares in the table above shall be adjusted by multiplying such share amounts 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. If the Warrant Price is adjusted, (a) in the case of an adjustment
pursuant to Section 4.3.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior
to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted
share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the
Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole
Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 






    11


     


    

 


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


 


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


 


6.5 Exclusion of Private
Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section 6.1
hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such
Private Placement Warrants or Working Capital Warrants continue to be held by the original purchasers thereof or their Permitted
Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted
Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants or Working Capital
Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of
the holder of such Private Placement Warrants or Working Capital Warrants to exercise such Private Placement Warrants or Working
Capital Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants or Working Capital Warrants
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants
or Working Capital Warrants and shall become Public Warrants under this Agreement.


  


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.


 


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.


 






    12


     


    

 


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 within 60 Business Days after
the closing of the Company’s initial Business Combination and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with
the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day
following the closing of the Company’s initial 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 rule) or another exemption) for that number of shares of Common Stock equal
to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y)
the Fair Market Value and (B) 0.361 per whole Warrant. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the average of the last reported last sale prices of the Common Stock as reported during the
ten (10) trading day period ending on the third trading day prior to the date that notice of exercise is received by the
Warrant Agent from the holder of such Warrants or his, her 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
or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three
sentences of this subsection 7.4.1.


 


7.4.2 Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a
national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will (i) permit 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, provided that exemption from registration is
available, 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 shares of Common Stock issuable upon exercise of
the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register
or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the
extent an exemption is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of 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 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.


 






    13


     


    

 


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, President, Executive Vice
President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent
may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct 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.


 


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.


 






    14


     


    

 


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:


 


Carney Technology Acquisition Corp. II


533 Airport Blvd, Suite 400


Burlingame, CA 94010


Attention David Roberson


 


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


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


With a copy in each
case to:


 


Ellenoff Grossman &
Schole LLP


1345 Avenue of the
Americas


New York, NY 10105


Attn: Stuart Neuhauser


Email: sneuhauser@egsllp.com


and


Morgan Stanley &
Co. LLC


1585 Broadway


New York, NY 10036


Attn: Mona Shin


Email: Mona.Shin@morganstanley.com


 






    15


     


    

 


and


Cantor Fitzgerald & Co.


110 East 59th Street


New York, NY 10022


Attn: Kelley Basham


Email: Kelley.Basham@cantor.com


and


Mizuho Securities USA LLC


1271 Avenue of the Americas


New York, NY 10020


Attn: Julie Grossman


Email: Julie.Grossman@mizuhogroup.com


and


Ropes & Gray LLP


1211 6thAve


New York, New York
1003


Attn: Paul Tropp


Email: Paul.Tropp@ropesgray.com


 


 


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 forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not
apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum
provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the
Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of
New York or the United States District Court for the Southern District of New York in connection with any action brought in any
such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process
made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.


 


9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or
corporation other than the parties hereto and the Registered Holders of the Warrants and, for purposes of Sections 7.4, 9.4 and
9.8, the Representatives, 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, for purposes of Sections 7.4, 9.4 and 9.8, the Representatives,
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.


 






    16


     


    

 


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


 


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


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing
any ambiguity, or curing, correcting or supplementing any mistake, including to confirm the provisions of this Agreement to the
description of the terms of the Warrants and this Agreement set forth in the Prospectus, or 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, and (ii)
to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered
Holders of a majority of the then outstanding Public Warrants. Any amendment solely to the Private Placement Warrants or the Working
Capital Warrants shall require the vote or written consent of a majority of the holders of the then outstanding Private Placement
Warrants or the Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders.


 


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


 


[Signature Page Follows]


 




    17


     


    

 


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


 


	 	CARNEY TECHNOLOGY ACQUISITION CORP. II
	 	 
	 	By:	 
	 	Name:	David Roberson
	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Vice President


  


[Signature Page to Warrant Agreement]


 






    18


     


    

 


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


 


CARNEY TECHNOLOGY ACQUISITION CORP. II



Incorporated Under the Laws
of the State of Delaware


 


CUSIP 143636 116


 


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 Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the 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 whole
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 the exercise of Warrants, a holder would be entitled to receive a fractional
interest in a share of 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 set forth in the Warrant Agreement.


 


The initial Exercise
Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


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.


 






    19


     


    

 


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.


 


	 	CARNEY TECHNOLOGY ACQUISITION CORP. II



 


	 	By:	 
	 	 	 
	 	Title:	 



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent



 


	 	By:	 
	 	Name:	 
	 	Title:	 


  


[Signature Page to Warrant Agreement]


 




    20


     


    

 


[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                ,
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.


 




    21


     


    

 


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 Carney Technology Acquisition Corp.
II (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 6.2 of the Warrant Agreement and a holder thereof
elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with Section 6.2 of the Warrant Agreement. 


 


In the event that
the Warrant is a Private Placement Warrant, Working Capital Warrant or Post-IPO 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 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] 


 




    22


     


    

 


	
        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 S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 




    23


     


    

 


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 CARNEY TECHNOLOGY ACQUISITION CORP. II (THE “COMPANY”), CARNEY TECHNOLOGY
SPONSOR II 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.”


 


 


24