Exhibit 4.4


 


FORM OF WARRANT
AGREEMENT


 


between


 


project energy
reimagined ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY


 


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


 


WHEREAS, on [•], 2021,
the Company entered into that certain Private Placement Warrants Purchase Agreement with Smilodon Capital, LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of of 8,150,000 warrants (or
8,900,000 warrants if the underwriters in the Offering (defined below) exercise their Over-allotment Option (as defined below) in full)
simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set
forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private
Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price
of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement
Warrants at a price of $1.00 per Private Placement Warrant (the “Working Capital Warrants”), which Working Capital
Warrants, if issued, shall be treated as Private Placement Warrants for all purposes hereunder;


 


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


 






    


     


    

 


WHEREAS, the Company has
entered into that certain Amended and Restated Forward Purchase Agreement, dated September 23, 2021, with EWI Capital SPAC I LLC,
a Cayman Islands limited liability company (“EWI Capital SPAC I LLC”), pursuant to which EWI Capital SPAC
I LLC may purchase, in its discretion, Forward Purchase Units at a purchase price of $10.00 per unit, for an aggregate purchase
price of $20,000,000 (the “Forward Purchase Units”). Each Forward Purchase Unit will consist of one
Ordinary Share and one-half of one Warrant bearing the legend set forth in Exhibit C hereto (the “Forward
Purchase Warrants”) and will be issued in a private placement transaction to occur concurrently with the closing of
the Company’s initial Business Combination (as defined below). Each whole Warrant entitles the holder thereof to purchase one
Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No.
333-254695 (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 Ordinary Shares included in the Units;


 


WHEREAS, following the consummation
of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants” and, together with the Public
Warrants, Private Placement Warrants, Forward Purchase Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Company and one or more businesses (a “Business Combination”);


 


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;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


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


 


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


 


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


 


2.                  
Warrants.


 


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


 






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


 


2.3               
Registration.


 


2.3.1          
Warrant Register. The Warrant Agent shall maintain
books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of
the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in
the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained by institutions that have accounts with the Depositary Trust Company (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 Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the
Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)
which shall be in the form annexed hereto as Exhibit A.


 


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


 


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


 






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2.4                Detachability
of Warrants. The Ordinary Shares and Public
Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day
is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal
business (a “Business Day”), then on the immediately succeeding Business Day following such date, or
earlier (the “Detachment Date”) with the consent of J.P. Morgan Securities LLC and BofA Securities, Inc.,
as representatives of the several underwriters, but in no event shall the Ordinary Shares and the Public Warrants comprising the
Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the 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 Current
Report on Form 8-K, and (B) the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing
when such separate trading shall begin.


 


2.5               
No Fractional Warrants Other Than as Part of Units and Forward Purchase Units. The Company
shall not issue fractional Warrants other than as part of the Units or the Forward Purchase Units, each of which is comprised of one Ordinary
Share and one-half of one Public Warrant, or the Forward Purchase Units, as applicable. If, upon the detachment of Public Warrants or
Forward Purchase Warrants from the Units or the Forward Purchase Units, as applicable, 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; Forward Purchase Warrants.
The Private Placement Warrants and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as, with respect
to the Private Placement Warrants, they are held by the Sponsor or any of its Permitted Transferees (as defined below), and with respect
to the Forward Purchase Warrants, they are held by EWI Capital SPAC I LLC or any of its Permitted Transferees (as defined below), the
Private Placement Warrants and Forward Purchase 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 the date that is thirty (30) days after the
completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1
hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less
than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of
clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued
upon exercise of the Private Placement Warrants and the Forward Purchase Warrants and any Ordinary Shares held by EWI Capital SPAC I LLC
or any of its Permitted Transferees and issued upon exercise of the Forward Purchase Warrants 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 members of the Sponsor or any of their affiliates;


 


(b)               
in the case of an individual, by gift to a member of 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;


 






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



 


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


 


(e)                by
private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of the Company’s initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;


 


(f)                 with
respect to the Forward Purchase Warrants, to any affiliate of EWI Capital SPAC I LLC;


 


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


 


(h)               
to the Company for no value for cancellation in connection with the consummation of its initial Business
Combination; 


 


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


 


(j)                 in
the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (f), these permitted
transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to
be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the
date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.


 


2.7               
Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private
Placement Warrants and treated as a Private Placement Warrant hereunder and all references to Private Placement Warrants shall include
any Working Capital 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.                  
Terms and Exercise of Warrants.


 


3.1                Warrant
Price. Each whole Warrant shall entitle the
Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the
extent permitted hereunder) described in the prior sentence at which Ordinary Shares may be purchased at the time a Warrant is
exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least five (5) Business
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.


 






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3.2               
Duration of Warrants. A Warrant may be exercised
only during the period (the “Exercise Period”) (A) commencing on the later of: (i) the date that is thirty (30)
days after the first date on which the Company completes a Business Combination, and (ii) the date that is twelve (12) months from the
date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that
is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in
accordance with the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”),
if the Company fails to complete a Business Combination, and (z) the Redemption Date (as defined below) with respect to a Warrant, which,
for the avoidance of doubt will not include (A) with respect to the Private Placement Warrants then held by the Sponsor or any of its
Permitted Transferees or the Forward Purchase Warrants then held by EWI Capital SPAC I LLC or its Permitted Transferees, a redemption
pursuant to Section 6.1 hereof or, (B) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), a redemption pursuant to Section 6.2 hereof (the earliest to occur of clause (x), (y) and (z) with
respect to a Warrant, 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. Each outstanding Warrant not exercised on or before the Expiration
Date of such Warrant 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 Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to
Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the
Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered
by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each
Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the
Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a)                
in lawful money of the United States, in good certified check, in good bank draft payable to the
order of the Warrant Agent or by wire transfer of immediately available funds;


 






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(b)               
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board
of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a
 “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by
dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair
Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported
last sale price of the Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of Warrants, pursuant to Section 6.1 hereof;


 


(c)                
with respect to any Private Placement Warrant or Forward Purchase Warrant, so long as such Private
Placement Warrant is held by the Sponsor or its Permitted Transferees or such Forward Purchase Warrant is held by EWI Capital SPAC I LLC
or its Permitted Transferees, as applicable, by surrendering the Warrants for that number of Ordinary Shares equal to (i) if in connection
with a redemption of Private Placement Warrants or Forward Purchase Warrants pursuant to Section 6.2 hereof, as provided in Section
6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing
(x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair
Market Value” (as defined in this subsection 3.3.1(c)), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value.
Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean
the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior
to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;


 


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


 


(e)                
as provided in Section 7.4 hereof.


 






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3.3.2           Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company
shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, 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
Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section
7.4. 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 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. Subject
to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of
Ordinary Shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant
to Section 6.1 or Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the
Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 


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


 


3.3.4          
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 Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the 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 Ordinary Shares at the close of business on
the next succeeding date on which the share transfer books or book-entry system are open.


 






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3.3.5           Maximum
Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no
holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is
made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the
right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such
other amount as a holder may specify)(the “Maximum Percentage”) of the Ordinary Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares
beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in
determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the
 “Transfer Agent”) setting forth the number of Ordinary Shares outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in
writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of 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 Capitalizations.


 


4.1.1          
Divisions. If after the date hereof, and subject
to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share capitalization payable
in Ordinary Shares, or by a division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization,
division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such
increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary
Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of
a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied
by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair
Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Ordinary Shares 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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4.1.2          
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 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 4.1.1 above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination,
(d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Charter
to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial Business Combination
or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the period
set forth in the Charter or with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination
activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”)
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of
this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary
Shares during the 365-day period ending on the date of declaration of such dividend or distribution (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).


 


4.2               
Aggregation of Shares. If after the date hereof,
and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse share division or reclassification of Ordinary Shares or other similar event, then, on the effective date of such
consolidation, combination, reverse share division, 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 Warrant Price. Whenever the number
of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.



  


4.4                Raising
of the Capital in Connection with the Initial Business Combination.
If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the
closing of its initial Business Combination (excluding any forward purchase securities) at an issue price or effective issue price
of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the
Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without
taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination
on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the
volume-weighted average trading price of the Ordinary Shares during the ten (10) trading day period starting on the trading day
prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1
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.


 






    10


     


    

 


4.5                Replacement
of Securities upon Reorganization, etc. In case
of any reclassification or reorganization of the outstanding Ordinary Shares (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 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 holders of the Warrants shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the
Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the
 “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were
entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for
which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by
the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender,
exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as
provided for in the Charter or as a result of the redemption of Ordinary Shares by the Company if a proposed initial Business
Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own
beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Ordinary Shares, the holder
of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or
exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if
less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form
of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such
applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be
reduced by an amount (in dollars) equal to the difference (but in no event less than zero) 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 Ordinary Share shall be 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 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 Ordinary Shares consists exclusively of cash, the
amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares 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 Ordinary Shares covered by subsection 4.1.1, then such
adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
such Warrant.


 






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4.6                Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary
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 Ordinary Shares
purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set
forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event.


 


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


 


4.8               
Form of Warrant. The form of Warrant need not
be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant
Price and the same number of Ordinary 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.


 


4.9               
Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which
would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the
intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion.


 


4.10            
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 ordinary shares (the “Class B Ordinary Shares”) into Ordinary Shares or the conversion of the Class
B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter. 


 


5.            
Transfer and Exchange of Warrants.


 


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


 






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5.2               
Procedure for Surrender of Warrants. Warrants
may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with respect to any
Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Forward Purchase
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 When Price Per Ordinary Share Equals
or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the
Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption
Price of $0.01 per Warrant; provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the 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 and such cashless exercise is exempt from registration under the Securities Act. If
the Company has elected to require the exercise of the Warrants on a cashless basis in connection with any redemption
pursuant to this Section 6.1, 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 in subsection 3.3.1 ends.


 






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6.2               
Redemption of Warrants When Price Per Ordinary Share Equals
or Exceeds $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant;
provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4
hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
the Private Placement Warrants and the Forward Purchase Warrants are also concurrently called for redemption 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 on a “cashless basis” pursuant to subsection 3.3.1(d)
and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes
of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined
in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days
ending on the third trading day prior to the date on which the 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.


 


Redemption Fair Market Value of Class A Ordinary
Shares


  


	Redemption
    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	 
	18 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact Redemption Fair
Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between
two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued
for each Warrant exercised in a Make-Whole Exercise 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 issuable upon exercise of a Warrant
or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted
pursuant to Section 4 hereof, the adjusted share prices in the column headings in the table above 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. If the Warrant Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to 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 Ordinary Shares per Warrant (subject to adjustment).


 






    14


     


    

 


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


 


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


 


6.5               
Exclusion of Certain Warrants. The Company agrees
that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Forward Purchase
Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the
redemption such Private Placement Warrants, Forward Purchase Warrants or Post-IPO Warrants continue to be held by the Sponsor or any of
its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants,
the Forward Purchase Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company)
if at the time of the redemption such Private Placement Warrants, Forward Purchase Warrants, or Post-IPO Warrants continue to be held
by the Sponsor or any of its Permitted Transferees. However, once such Private Placement Warrants, Forward Purchase Warrants or Post-IPO
Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the
Private Placement Warrants, the Forward Purchase Warrants, or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable
by the Company) pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including
the opportunity of the holder of such Private Placement Warrants, Forward Purchase Warrants or Post-IPO Warrants to exercise the Private
Placement Warrants, the Forward Purchase Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.4 hereof.
The Private Placement Warrants, Forward Purchase Warrants or Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable
by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants, Forward Purchase Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement, including for purposes
of Section 9.8 hereof. 


 






    15


     


    

 



 


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


 


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


 


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


 


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


 


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


 


7.4.1           Registration
of the Ordinary Shares. The Company agrees that
as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination,
it shall use its commercially reasonable efforts to file with the Commission a registration statement registering, under the
Securities Act, the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially
reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a
current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If
any such registration statement has not been declared effective by the 60th Business Day following the closing of the 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 initial 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 Ordinary
Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the
Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 7.4.1, “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares 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 its securities broker or intermediary. The date that notice of
 “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In
connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant
Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that
(i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities
Act (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.


 






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


 


8.                  
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2               
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 






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


 






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


 


8.4.3          
Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall,
when issued, be valid and fully paid and non-assessable.


 


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


 


8.6               
Waiver. The Warrant Agent has no right of set-off
or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and
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.


 






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9.                  
Miscellaneous Provisions.


 


9.1               
Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns.


 


9.2               
Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


Project Energy Reimagined Acquisition Corp.


 


3 Lagoon Drive


Redwood City, CA 94065


Attention: Srinath Narayanan


Email: srinath@smilodonai.com


 


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


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with copies to:


 


Winston & Strawn LLP


35 W. Wacker Drive


Chicago, IL 60601


Attn:     Carol Anne Huff, Esq.


Email:   chuff@winston.com


 


and


 


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


Facsimile: [__]


Attn: [__]


 


and


 


BofA Securities, Inc.


One Bryant Park


New York, New York 10036


Facsimile: [__]


Attn: [__]


 


and


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, New York 10017


Attn.: Derek Dostal and Roshni Banker Cariello


Email: derek.dostal@davispolk.com and roshni.cariello@davispolk.com


 






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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.


 


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


 


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


 


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


 


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 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 modification or amendment
to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of
50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private
Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants or Forward Purchase
Warrants, 50% of the number of then outstanding Private Placement Warrants and Forward Purchase 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]


 






    21


     


    

 


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


 


	 	PROJECT ENERGY REIMAGINED ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: Srinath Narayanan
	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
    Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Warrant
Agreement]


 






     


     


    

 


EXHIBIT
A


 


Form of Warrant Certificate


 


[To come]


 






    Exhibit A


     


    

 


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 PROJECT ENERGY REIMAGINED ACQUISTION CORP. (THE “COMPANY”), SMILODON CAPITAL, 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 THE RECITALS TO 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 THE
CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [   ] WARRANT


 






    Exhibit B


     


    

 


EXHIBIT
C


 


LEGEND


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL
LIMITATIONS ON TRANSFER DESCRIBED IN THE AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT BY AND BETWEEN PROJECT ENERGY REIMAGINED
ACQUISITION CORP. AND EWI CAPITAL SPAC I LLC DATED AS OF SEPTEMBER 23, 2021.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE
CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [   ] WARRANT


 






    Exhibit C