[Exhibit 4.4]


 


WARRANT AGREEMENT


 


This Warrant Agreement
(this “Agreement”) made as of [_____], 2020 between Eucrates Biomedical Acquisition Corp., a British Virgin Islands
company, with offices at 250 West 55th Street, New York, NY 10019 (“Company”), and Continental Stock Transfer&
Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant
Agent”).


 


WHEREAS, the Company
has received binding a commitment (“Subscription Agreement”) from Eucrates LLC (the “Sponsor”) to purchase
up to an aggregate of 350,000 (or 380,000 if the over-allotment is exercised in full) units, each unit (“Unit”) comprised
of one Ordinary Share of the Company, no par value (“Ordinary Share”), and one-third of one warrant to purchase one
Ordinary Share for $11.50 per share, subject to adjustment as described herein, and in connection therewith, will issue and deliver
up to an aggregate of 116,666.7 (or 126,666.7 if the over-allotment is exercised in full) warrants (“Private Warrants”)
upon consummation of such private placement (the “Private Offering”); and


 


WHEREAS, the Company
is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver up
to 3,333,334 warrants (“Public Warrants”) to the public investors and, together with the Private Warrants, the “Warrants”);
and


 


WHEREAS, in order to
finance the Company's transaction costs in connection with an intended initial Business Combination (defined below), the Sponsor
or an affiliate of the Sponsor or certain of the Company's executive officers and directors may loan to the Company funds as may
be required, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Units (the “Working
Capital Units”), and in connection therewith, will issue and deliver up to an aggregate of 50,000 warrants (the “Working
Capital Warrants”); and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-249333
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”),
of, among other securities, the Public Warrants; and


 


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


 






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2.1. Form of
Warrant. Each Warrant shall initially be issued in registered form only. Physical certificates, if any, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by the Chairman of the Board
and Chief Executive Officer of the Company and shall bear a facsimile of the Company's seal. 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. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, a Private Unit or a Working Capital Warrant, and any Warrant may be issued in uncertificated or book-entry
form through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depository”) or other book-entry
depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any
Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the
Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of
Countersignature. Except with respect to uncertificated Warrants as described in Section 2.2 above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.4.2. Public Warrants.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by institutions that have accounts with the Depository (such institution, with respect to a Warrant
in its account, a “Participant”). If the Depository 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 Depository to deliver to the Warrant Agent for
cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive
certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


2.4.3. 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 shall be registered upon the Warrant Register (“registered holder”) as
the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the 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.


 


2.5.Detachability
of Warrants; Fractional Warrants.


 


2.5.1 Detachability
of Warrants. The securities comprising the Units will not be separately tradeable until the 52nd after the date hereof unless
Stifel Nicolaus & Company, Incorporated and W.C. Wainwright & Co. (the “Representatives”) informs
the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising
the Units begin until (i) the Company files a Current Report on Form 8-K with the SEC which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the
Company from the exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the
Company issues a press release and files a Current Report on Form 8-K with the SEC announcing when such separate trading shall
begin.


 


2.5.2 Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units. If upon the detachment of Warrants
from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down
to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6. Warrant Attributes.


 






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2.6.1. Private
and Working Capital Warrants. The Private Warrants and Working Capital Warrants will be identical to the Public Warrants but
they (i) will be exercisable either for cash or on a cashless basis at the holder's option pursuant to Section 3.3.1,
(ii) will not be redeemable by the Company, in either case as long as such warrants are held by the initial holders or their
affiliates and permitted transferees (as provided below), (iii) will be subject to the transfer restrictions set forth below
and (iv) may be subject to the limitations on exercise set forth in Section 3.3.2. The provisions of this Section 2.6
may not be modified, amended or deleted without the prior written consent of the Representative. Prior to the date immediately
following the consummation by the Company of a Business Combination (as defined below), the Private Warrants and Working Capital
Warrants may only be transferred by the holders thereof:


 


	 	(a)	to any persons (including their affiliates and shareholders) participating in the Private Offering, officers, directors, shareholders, employees and members of the Sponsor and its affiliates;
	 	 	 
	 	(b)	amongst initial holders (as defined in the Registration Statement) or to the Company's officers, directors and employees;
	 	 	 
	 	(c)	if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation;
	 	 	 
	 	(d)	by bona fide gift to a member of the holder's immediate family or to a trust, the beneficiary of which is a holder or a member of a holder's immediate family, for estate planning purposes;
	 	 	 
	 	(e)	by virtue of the laws of descent and distribution upon death;
	 	 	 
	 	(f)	pursuant to a qualified domestic relations order;
	 	 	 
	 	(g)	by certain pledges to secure obligations incurred in connection with purchases of the Company's securities;
	 	 	 
	 	(h)	by private sales at prices no greater than the price at which the Private Warrants were originally purchased; or
	 	 	 
	 	(i)	to the Company for no value for cancellation in connection with the consummation of the Company's initial Business Combination.


 


2.6.2 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. Terms and Exercise of Warrants


 


3.1. Warrant Price.
Each whole Warrant shall, when countersigned by the Warrant Agent (if in physical), entitle the registered holder thereof, subject
to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein,
at the price of $11.50 per whole 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 refers to the price per share at which Ordinary
Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than 20 business days; provided, however, that the
Company shall provide at least 10 business days prior written notice of such reduction to registered holders of the Warrants; provided,
further, however, that any such reduction shall be applied consistently to all of the Warrants.


 


3.2. Duration of
Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of 30 days
following the consummation by the Company of a share exchange, share reconstruction and amalgamation with, purchase of all or substantially
all of the assets of, contractual arrangements with, or any other similar business combination with one or more businesses or entities
(“Business Combination”) (as described more fully in the Registration Statement) and 12 months from the effective date
of the Registration Statement of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur
of (i) five years from the consummation of a Business Combination (ii) the liquidation of the Company, and (iii) the
Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”); provided, however, that the
exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below.
Except with respect to the right to receive the Redemption Price in the event of a redemption (as set forth in Section 6 hereunder),
each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice
to registered holders of the Warrants of such extension of not less than 20 days.


 






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3.3. Exercise of
Warrants.


 


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


 


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


 


(b)  in the event of redemption
pursuant to Section 6 hereof in which the Company's management has elected to require all holders of Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value, provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for
purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of
the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to holders of Warrant pursuant to Section 6 hereof; or


 


(c)  with respect to any
Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants are held by the initial
holders or their affiliates and permitted transferees (as prescribed in Section 5.6 hereof), by surrendering such Private
Warrants or Working Capital Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the
Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise
shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the 10 trading days
ending on the day prior to the Company's receipt of the applicable exercise notice; or


 


(d)  in the event the registration
statement required by Section 7.4 hereof is not then effective and current, then during the period beginning on the 91st
day after the closing of the Business Combination and ending upon the effectiveness of such registration statement, and during
any other period after such date of effectiveness when the Company shall fail to have maintained an effective registration statement
covering the Ordinary Shares issuable upon exercise of the Warrants, by surrendering such Warrants for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the
Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than
the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average
reported last sale price of the Ordinary Shares for the 10 trading days ending on the day prior to the date of exercise.


 


3.3.3. Issuance
of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a book-entry position or certificate or
certificates for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may
be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant (as the case may be) for the number of shares as to which such Warrant shall not have been exercised. Subject to Section 4.7
of this Agreement, a registered holder of Warrants may only exercise whole Warrants for a whole number of Ordinary Shares. Notwithstanding
the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. The Company shall not be obligated
to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise
unless a registration statement under the Act with respect to the Ordinary Shares underlying the Public Warrants is then effective
and a prospectus relating thereto is current, subject to the Company's satisfying its obligations under Section 7.4. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.
No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless
the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the immediately preceding
three 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 Ordinary Shares underlying such Unit. 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, the Company shall round down to the nearest whole number, the number of shares
to be issued to such holder.


 






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


 


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


 


3.3.6. 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 3.3.6; however, no holder of a Warrant shall be subject to this subsection 3.3.6 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder's Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person's affiliates), to the Warrant Agent's actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number
of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the
number of outstanding Ordinary Shares as reflected in (1) the Company's most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a
more recent public announcement by the Company or (3) any other notice by the Company or the Company's transfer agent setting
forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) business days, confirm orally and in writing to such holder the number of Ordinary Shares
then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding
Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Share Dividends
- Split Ups. If after the date hereof, the number of outstanding Ordinary Shares is increased by a share dividend payable in
Ordinary Shares, or by a split up of the Ordinary Shares, or other similar event, then, on the effective date of such share dividend,
split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion
to such increase in outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares entitling holders to purchase
Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of
a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary
Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities
convertible into or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the
ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 






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


 


4.3. Adjustments
in Exercise Price.


 


4.3.1. Whenever the
number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y) the
denominator of which shall be the number of Ordinary Shares purchasable immediately thereafter.


 


4.3.2. If (x) the
Company issues additional Ordinary Shares or debt or equity securities that are convertible, exercisable or exchangeable for Ordinary
Shares, in each case for capital raising purposes in connection with the closing of its initial Business Combination at an issue
price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined
in good faith by the Board) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business
Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the
volume-weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading
day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


4.4. 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 Ordinary Shares on account of such Ordinary Shares (or other shares of
the Company's share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a vote to amend the Company's amended and restated memorandum and articles of association pursuant to
Regulation 23.11 thereof, (e) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial
Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant
Agent dated of even date herewith or (f) in connection with the Company's liquidation and the distribution of its assets upon
its failure to consummate a 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 the fair market value (as determined by the Company's board of directors, in good faith) of
any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection
4.4, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis
with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period
ending on the date of declaration of such dividend or distribution (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 Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5%
of the offering price of the Units in the Offering).


 






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4.5. Adjustments
in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number
of Ordinary Shares so purchasable immediately thereafter.


 


4.6. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary Shares),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares 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
Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such
event; and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment
shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.7. Notices of
Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in this Section 4, then, in any such event, the Company shall give written notice to each Warrant holder,
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.


 


4.8. No Fractional
Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares
upon 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 the Ordinary Shares to be issued to the Warrant holder.


 


4.9. Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10. 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 such firm determines 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 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.


 


5. Transfer and Exchange of Warrants.


 






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


 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new
Warrants in exchange therefor 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 will result in the
issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants
and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants
until after the consummation by the Company of a Business Combination, except for transfers made in accordance with Section 2.6
hereof, on the condition that, in the case of Private Warrants, prior to such registration for transfer, the Warrant Agent shall
be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee
agrees to be bound by the terms of the Subscription Agreement.


 


6. Redemption.


 


6.1. Redemption
of Warrants when the price per Ordinary Share equals or exceeds $18.00. Subject to Sections 6.5 and 6.6 hereof, not less than
all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior
to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants as described in
Section 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that (i) the last
sales price of the Ordinary Shares reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4
hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to
the date on which notice of the redemption is given and (ii) there is an effective registration statement covering the Ordinary
Shares issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1.


 


6.2 Redemption
of Warrants when the price per Ordinary Shares equals or exceeds $10.00. Subject to sections 6.5 and 6.6 hereof, not less than
all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first
exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the last reported sales
price of the Ordinary Shares reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4
hereof), on the trading day prior to the date on which notice of the redemption is given and (ii) there is an effective registration
statement covering the Ordinary Shares issuable upon the exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise
of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined
by reference to the table below based on the Redemption Date (calculated for purposes of the table as the period to expiration
of the Warrants) and the “Fair Market Value” as such term is defined in subsection 3.3.1) (a “Make-Whole Exercise”).


 






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


 


The Ordinary Share
prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted share prices in the column headings shall equal
the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares
deliverable upon exercise of a Warrant immediately prior to such adjustment, and the denominator of which is the number of shares
deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner
at the same time as the number of shares issuable upon exercise of a Warrant. In no event will the number of shares issuable upon
the exercise of a Warrant. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary
Shares per Warrant (subject to adjustment).


 


6.3. Date Fixed
for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, 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 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed
at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


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


 






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6.5. Exclusion
of Certain Warrants. Any of the Private Warrants or Working Capital Warrants shall not be redeemable by the Company as long
as such Private Warrants or Working Capital Warrants continue to be held by initial holders and affiliates or their permitted transferees
(as prescribed in Section 5.6 hereof). However, once such Private Warrants or Working Capital Warrants are no longer held
by the initial holders or their affiliates or permitted transferees, such Private Warrants or Working Capital Warrants shall then
be redeemable by the Company pursuant to Section 6 hereof. The provisions of this Section 6.4 may not be modified, amended
or deleted without the prior written consent of the Representatives.


 


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


 


7.1. No Rights
as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the
Company or any other matter.


 


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


 


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


 


7.4. Registration
of Ordinary Shares. The Company agrees that within 90 days after the closing of a Business Combination, it shall use its commercially
reasonable efforts to file with the SEC a new registration statement, for the registration, under the Act, of the Ordinary Shares
issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale,
in those states in which the Warrants were initially offered by the Company, the Ordinary Shares issuable upon exercise of the
Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition,
the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of the
exercising warrant holders to the extent an exemption is not available. If any such registration statement has not been declared
effective by the 90-day anniversary following the closing of the Business Combination, holders of the Warrants shall have the right,
during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration
statement being declared effective by the SEC, and during any other period after such date of effectiveness when the Company shall
fail to have maintained an effective and current registration statement covering the Ordinary Shares issuable upon exercise of
the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d).
In connection with the cashless exercise of the Public Warrants, the Company shall 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 issuance
of Ordinary Shares upon exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to
be registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and,
accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants
have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended
or deleted without the prior written consent of the Representatives.


 


8. Concerning the Warrant Agent and
Other Matters.


 


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


 






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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 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the 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.


 


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


 


8.2.3. Merger or
Consolidation of Warrant Agent. Any 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 will 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 or Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


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


 






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8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


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


 


8.6. Waiver.
The Warrant Agent hereby waives any 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.


 


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 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:


 


Eucrates Biomedical Acquisition
Corp.


250 West 55th Street


New York, NY 10019


Attn: Parag Saxena, Chief Executive Officer


 


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


 


Continental Stock Transfer &
Trust Company


One State Street, 30th
Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Proskauer Rose LLP


Eleven Times Square


New York, NY 10035


Attn: Daniel Forman, Esq.


 


and


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, NY 10022


Attn: Christian O. Nagler, Esq.


 


and


 


Stifel Nicolaus & Company


1 South Street, 15th Floor


Baltimore, Maryland 21202


 






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W.C. Wainwright & Co.


430 Park Avenue


New York, New York 10022


 


9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. Persons Having
Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or 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 the purposes of Sections 2.6, 6.4, 7.4, 9.4 and 9.8 hereof, the Representatives,
any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. The Representatives shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.6, 6.4,
7.4, 9.4 and 9.8 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 the Representatives with respect to the Sections 2.6, 6.4, 7.4, 9.4
and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 


9.5. Examination
of the 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 his Warrant for inspection by it.


 


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 for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders
of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.
The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representatives.


 


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]


 






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IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	EUCRATES BIOMEDICAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: Parag Saxena
	 	 	Title: Chief Executive Officer 


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:[________]
	 	 	Title: [________]


 






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EXHIBIT A


 


[Warrant Certificate]


 






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