Exhibit 4.1


 


WARRANT AGREEMENT


 


This Warrant Agreement (“Warrant Agreement”)
is made as of September 30, 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company (the “Warrant Agent”).


 


WHEREAS, the Company is engaged in a public offering
(the “Public Offering”) of 10,000,000 units (the “Units”) of the Company (and up to 1,500,000 additional
Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting of one share of common stock, par
value $0.0001 per share (the “Common Stock”) and one warrant (the “Public Warrant” or “Public
Warrants”), each whole Public Warrant entitling its holder to purchase one share of Common Stock (the “Public Warrant
Shares”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-259378
(“Registration Statement”), and a prospectus (the “Prospectus”), for the registration, under the
Securities Act of 1933, as amended (“Securities Act”), of, among other securities, the Public Warrants;


 


WHEREAS, the Company has received a binding commitment
from NorthStar Bio Ventures, LLC to purchase up to 4,087,500 warrants and Chardan Monterey Investments LLC to purchase up to 1,362,500
warrants pursuant to the Private Placement Warrants Purchase Agreements, dated as of September 30, 2021 (collectively, the “Private
Placement Warrants Purchase Agreements”), and in connection therewith, will issue and deliver up to 5,450,000 warrants (the
 “Private Warrants”), each whole Private Warrant entitling its holder to purchase one share of Common Stock (“Private
Warrant Shares”, and together with the Public Warrant Shares, the “Warrant Shares”);


 


WHEREAS,
the Company may issue up to an additional 1,500,000 redeemable warrants in satisfaction of certain working capital loans made by the
Company’s officers, directors, initial stockholders (as defined in the Prospectus) and their affiliates (“Working Capital
Warrants”);


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and
collectively with the Public Warrants, Private Warrants and Working Capital Warrants, the “Warrants”) in connection
with, or following the consummation by the Company of, an initial 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, terms and provisions of the Warrants, including 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 legally valid and binding obligations of the Company, and to authorize the execution and delivery of this
Warrant 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 Warrant
Agreement.


 


2.             Warrants.


 


2.1           Form
of Warrant. Each Warrant other than a Private Warrant shall be: (a) issued in registered form only, (b) in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile
signature of (i) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) the Chief Financial
Officer, Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary 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.


 






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


 


2.3           Registration.


 


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


 


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 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.


 


2.4       Detachability
of Warrants. Each of the securities comprising the Units will begin to trade separately on (i) the 90th day after the effectiveness
of the Registration Statement, or (ii) such earlier date as Chardan Capital Markets, LLC, as representative of the underwriters (the
 “Representative”), shall determine is acceptable (such date, the “Detachment Date”). In no event
will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report on Form 8-K with the
SEC including audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering and (ii) issues
a press release announcing when such separate trading will begin.


 


2.5           Private
Warrants. The Private Warrants will be issued in the same form as the Public Warrants.


 


3.             Terms
and Exercise of Warrants.


 


3.1           Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at $11.50
per full share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used in
this Warrant Agreement refers to the price per whole share at which shares of Common Stock may be purchased at the time such Warrant
is exercised. The Public Warrants may only be exercised for a whole number of Warrant Shares by a Registered Holder. The Company in its
sole discretion may lower the Warrant Price (including by allowing “cashless exercise”) 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 three
(3) 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 (“Exercise Period”) commencing on the later to
occur of (i) the completion of the Company’s initial business combination and (ii) 12 months following the closing of the Public
Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) (A) five years following the completion of
the Company’s initial business combination with respect to the Warrants, and (B) five years from the effective date of the Registration
Statement with respect to the Private Warrants purchased by Chardan Monterey Investments LLC, provided that once the Private Warrants
are not beneficially owned by Chardan Monterey Investments LLC or any of its related persons anymore, the Private Warrants may not be
exercised five years following the completion of the Company’s initial business combination; and (ii) the date fixed for redemption
of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to
the right to receive the Redemption Price (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 Warrant Agreement shall cease at the close
of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company will provide written notice of not less than 10 days to Registered Holders of such extension and that such extension
shall be identical in duration among all of the then outstanding Warrants. Notwithstanding the above, the
Private Warrants (and the Private Warrant Shares that are issuable upon exercise of the Private Warrants) to be purchased by Chardan
Monterey Investments LLC have been deemed compensation by Financial Industry Regulatory Authority, Inc. (“FINRA”)
and are therefore subject to a 180-day lock-up described in the following sentence pursuant to FINRA Rule 5110(e)(1) commencing on the
effective date of the Registration Statement as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these
Private Warrants. Pursuant to FINRA Rule 5110(e)(1), the Private Warrants (and the Private Warrant Shares that are issuable upon exercise
of the Private Warrants) purchased by Chardan Monterey Investments LLC will not be sold during the Public Offering, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the economic disposition of such securities by any person for a period of 180 days immediately following the effective date of the
Registration Statement, except to any underwriter and selected dealer participating in the Public Offering made pursuant to the Registration
Statement and their bona fide officers or partners, provided that all such securities so transferred remain subject to the lockup restriction
above for the remainder of the time period.


 


3.3           Exercise
of Warrants.


 


3.3.1        Cash
Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company, may
be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, currently being:


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New
York 10004


Attn: Compliance
Department


 


with the subscription form, as set forth in the
Warrant, duly executed, and by paying in full, in lawful money of the United States, by certified or bank cashier’s check payable
to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s bank account, the Warrant Price for each whole Warrant
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 Warrant Shares, and the issuance of the Warrant Shares (such exercise, a “Cash Exercise”).
A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder only during such times that there is an effective
registration statement registering the Warrant Shares, with the prospectus contained therein being available for the resale of the Warrant
Shares.


 


3.3.2        Cashless
Exercise. Subject to Section 2.4, notwithstanding anything contained herein to the contrary, if there is no effective registration
statement registering the Warrant Shares on any day the Registered Holder desires to exercise the Warrants and more than 120 days have
passed since the Company completed its initial business combination, the Registered Holder may exercise the Warrants in whole or in part
in lieu of making a cash payment for whole numbers of Warrant Shares, by providing notice to the Chief Financial Officer of the Company
in a subscription form of its election to utilize cashless exercise, in which event the Company shall issue to the holder the number
of Warrant Shares determined as follows:


 





X = Y [(A-B)/A]


 


where:


 





X = the number of Warrant Shares to
be issued to the holder.


 


Y = the number of Warrant Shares with
respect to which this Warrant is being exercised.


 


A = the fair market value of one share
of Common Stock.


 


B = the Warrant Price.



 






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The Registered Holder may not exercise any Warrants
in the absence of a registration statement except pursuant to this Section 3.3.2. For purposes of this Section 3.3.2 and Section
4.1, the fair market value of one share of Common Stock is defined as follows:


 


(i)              
if the Company’s shares of Common Stock are listed and traded on the New York Stock Exchange, the NYSE American, the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (each, a “Trading Market”), the fair
market value shall be deemed the average reported last sale price of the shares of Common Stock on such Trading Market for the 10
trading days ending on the day prior to the date the subscription form is submitted to the Company in connection with the exercise
of the Warrant; or


 


(ii)             if
the Company’s shares of Common Stock are not listed on a Trading Market, but is traded in the over-the-counter market, the fair
market value shall be deemed to be the average of the bid price on such Trading Market for the 10 trading days ending on the day prior
to the date the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii)           
if there is no active public market for the Company’s shares of Common Stock, the fair market value of the shares of Common Stock
shall be determined in good faith by the Company’s board of directors.


 


3.3.3        Fractional
Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall not be required to issue
any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder would be entitled
under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s Warrants,
issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of a Warrant
Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same time by the same
Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis
of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.


 


3.3.4        Issuance
of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or
cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered
Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall
not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not
have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities
without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities
Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating
to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant
or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the
Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states
or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered
Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay
such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.


 






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3.3.5        Valid
Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.6        Date
of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock 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 was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company 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 stock transfer books are open.


 


3.3.7        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 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 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 4.99% or 9.99% (or such
other amount as such person may specify) (each, a “Maximum Percentage”) of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock
beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude the shares of Common Stock that would
be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such person and its affiliates (including, without limitation, any convertible notes or convertible preferred 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
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC
as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Warrant Agent
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two (2) business days, confirm orally and in writing to such holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that
any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.             Adjustments.


 


4.1          Stock
Dividends, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares
of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding
shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders to purchase shares of Common
Stock at a price less than the fair market value shall be deemed a stock dividend of a number of shares of Common Stock equal to the
product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the fair market value. For purposes
of this subsection 4.1, if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining
the price payable for the shares of Common Stock, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion.


 






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


 


4.3           Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase 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 shares of Common Stock on account of
such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than
(a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the
holders of the shares of Common Stock in connection with a proposed initial business combination or vote to extend the time period to
complete an initial business combination, (d) as a result of the repurchase of shares of Common Stock 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 (e) 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 share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “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 shares of Common Stock during the 365-day period ending on the date of
declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number
of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in
the Public Offering).


 


4.4           Adjustments
in Exercise Price.


 


4.4.1       Whenever
the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 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, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable
immediately thereafter.


 


4.4.2       If
(i) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with
the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Common Stock
(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the
case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares
(as defined in the Prospectus) or Private Warrants held by them, 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 the funding of the Company’s initial business combination on the date of the completion of its initial business combination
(net of redemptions), and (z) the volume-weighted average trading price of the Common Stock during the 20 trading day period starting
on the trading day prior to the day on which the Company completes its initial business combination (such price, the “Market Value”)
is below $9.50 per share, the exercise price of the warrants 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 $16.50 per share redemption trigger price will be adjusted (to the nearest cent)
to be equal to 165% of the higher of the Market Value and the newly issued price.


 









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4.5           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Sections 4.1, 4.2 or 4.3 hereof or one that solely affects the par value of such shares of Common
Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Registered 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 shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder would
have received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification
or reorganization also results in a change in shares of Common Stock covered by Sections 4.1, 4.2 or 4.3, then such adjustment shall
be made pursuant to Sections 4.1, 4.2, 4.3 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. In no event will the Warrant Price
be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.6           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 Sections 4.1 – 4.5 the Company shall give written notice to each Registered Holder, at the last address set
forth for such Registered 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           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 Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8           Notice
of Certain Transactions. In the event that the Company shall (a) offer to holders of all its shares of Common Stock rights to
subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling all the holders of shares of Common Stock to subscribe for
shares of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the shares of Common Stock,
the Company shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders
at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution
or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of shares of Common
Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the
number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property,
if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4
which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken
any such action.


 


5.             Transfer
and Exchange of Warrants.


 


5.1           Transfer
of Warrants. Prior to the Detachment Date, the 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. From
and after the Detachment Date, this Section 5.1 will have no further force and effect.





 






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5.2           Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into 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 the Company’s request.


 


5.3           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 a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall 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.


 


5.4           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 for a fraction of a warrant.


 


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


 


5.6           Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Warrant 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.


 


6.             Redemption.


 


6.1           Redemption.
Not less than all of the outstanding Warrants may be redeemed, in whole and not in part, at the option of the Company, at any time from
and after the Warrants become exercisable, and prior to their expiration, at the office of the Warrant Agent, upon the notice referred
to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”); provided that the last sales price
of the shares of Common Stock has been equal to or greater than $16.50 per share (subject to adjustment for splits, dividends, recapitalizations
and other similar events), for any twenty (20) trading days within a thirty (30) trading day period ending on the third business
day prior to the date on which notice of redemption is given and provided further that there is a current registration statement in effect
with respect to the shares of Common Stock underlying the Warrants for each day in the aforementioned 30-day trading period and continuing
each day thereafter until the Redemption Date (defined below). For avoidance of doubt, if and when the warrants become redeemable by
the Company under this Section, the Company may exercise its redemption right, even if it is unable to register or qualify the Warrant
Shares for sale under all applicable state securities laws.


 


6.2           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 date fixed for redemption to the Registered Holders of the Warrants to be
redeemed at their last addresses as they shall appear on the Warrant Register. 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.


 


6.3           Exercise
After Notice of Redemption. The Warrants may be exercised in accordance with Section 3 of this Warrant 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;
provided that the Company may require the Registered Holder who desires to exercise the Warrant to elect cashless exercise as set forth
under Section 3.3.2, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires. On and after
the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.





 


6.4           No
Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant
shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant
under this Warrant Agreement.


 






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


 


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


 


7.2           Lost,
Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent
may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms 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 Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7.4           Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of a business combination, it shall use
its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Common
Stock issuable upon exercise of the Warrants, and 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
Warrant Agreement. In addition, the Company agrees to use its best efforts to register the shares of Common Stock issuable upon exercise
of the Warrants under state blue sky laws, to the extent an exemption is not available.


 


8.             Concerning
the Warrant Agent and Other Matters.


 


8.1           Payment
of Taxes. The Company 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 shares of Common Stock 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.


 


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 Registered Holder of the Warrant (who shall,
with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered 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. 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 be authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities. 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 shares of Common Stock not later than the effective date of any such appointment.


 


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


 


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 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 Warrant Agreement.


 


8.4           Liability
of Warrant Agent.


 


8.4.1        Reliance
on Company Statement. Whenever, in the performance of its duties under this Warrant 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 Warrant 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 hold 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 Warrant Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct or bad faith.


 


8.4.3        Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant 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 Warrant 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 shares of Common Stock to be issued pursuant to this Warrant Agreement or any
Warrant or as to whether any shares of Common Stock will 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 Warrant 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 shares of the Company’s
shares of Common Stock 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.


 






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9.             Miscellaneous
Provisions.


 


9.1           Successors.
All the covenants and provisions of this Warrant 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 Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder
of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Monterey Bio Acquisition
Corporation


17 State Street


21st Floor


New York, NY 10004


Attn: Chief Executive
Officer


 


with a copy (which
shall not constitute notice) to:


 


Greenberg
Traurig, LLP


1750
Tysons Boulevard


Suite
1000


McLean,
VA 22102


Attn:
Jason T. Simon, Esq.


 


Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed
in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New York
10004


 


Any notice, sent pursuant to this Warrant Agreement
shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on
the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 


9.3           Applicable
Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Warrant
Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Warrant
Agreement may 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 an exclusive forum for any such action, proceeding
or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or
duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole
and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice
of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope
the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District
Court for the Southern District of New York (a “Foreign Action”) in the name of any warrant holder, such warrant holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or
the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce
the forum provisions (an “Enforcement Action”), and (y) having service of process made upon such warrant holder in any Enforcement
Action by service upon such warrant holder’s counsel in the Foreign Action as agent for such warrant holder.


 


The Company and the Warrant
Agent hereby waive any objection that such courts represent an inconvenient forum.


 





Any such process or summons
to be served upon the Company or the Warrant Agent 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 party receiving such service in any action, proceeding or claim.


 






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9.4           Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant 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 2.5 hereof, the Representative and
the underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant 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 Warrant 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 Registered Holder to submit his, her or its Warrant for inspection.


 


9.6           Counterparts-
Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall,
for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile
signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


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


 


9.8           Amendments.
This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement,
without the consent of any of the Warrant holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Warrant
Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrant certificates, (ii) evidencing the
succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in
this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant
Agent with respect to the Warrants, (iv) adding to the covenants of the Company for the benefit of the Registered Holders or surrendering
any right or power conferred upon the Company under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants
in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the Registered
Holders in any material respect. All other modifications or amendments to this Warrant Agreement, including any amendment to increase
the Warrant Price or shorten the Exercise Period, shall require the written consent of the Registered Holders of a majority of the then
outstanding Warrants. Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period in accordance with Section 3.2
without such consent.


 


9.9           Severability.
This Warrant 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 Warrant 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 Warrant 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]


 






    12


     


    

 


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


 


	 	MONTEREY BIO ACQUISITION CORPORATION
	 	 
	 	By:  	/s/ Sanjeev Satyal
	 	 	Name:  	Sanjeev Satyal
	 	 	Title:	Chief Executive Officer



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:  	/s/ Erika Young
	 	 	Name:	Erika Young
	 	 	Title:	Vice President   



 


[Signature Page to Warrant
Agreement] 


 






    


     


    

 





Exhibit A


 


Form of Warrant