Exhibit 4.4


 


WARRANT AGREEMENT


 


between


 


GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION
CORP. I


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of
                , 2021, is by and between Green Visor
Financial Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and
Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, (i) on               , 2021 the Company entered into that certain Sponsor
Warrants Purchase Agreement with Green Visor Capital SPAC I Holdings LLC, a Delaware limited liability Company (the “Sponsor”),
pursuant to which the Sponsor will purchase an aggregate of 8,395,000 warrants (or up to 9,295,000 warrants if the Over-allotment Option
(as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing
of the Offering and (ii) in order to finance the Company’s transaction costs in connection with an intended initial merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more
businesses (a “Business Combination”), 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 $1,000,000 of
such loans may be convertible into up to an additional 1,000,000 warrants at a purchase price of $1.00 per warrant (such warrants, together
with the warrants described in clause (i) of this paragraph, the “Private Placement Warrants”); and


 


WHEREAS, each Private Placement Warrant shall bear the legend set forth
in Exhibit B hereto; and


 


WHEREAS, in order to extend the period of time to consummate a business
combination by an additional three months, the Sponsor (or its designees) must deposit into the trust account $1,500,000 or $1,725,000
if the over-allotment option is exercised in full, in exchange for a non-interest bearing, unsecured promissory note, and such loan may
be convertible into warrants (“Extension Loan Warrants”), at a price of $1.00 per warrant; and


 


WHEREAS, the Company is engaged in an initial public offering (the
 “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A
ordinary share (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in
connection therewith, has determined to issue and deliver up to 7,500,000 warrants (or up to 8,625,000 warrants if the Over-allotment
Option is exercised in full) to public investors in the Offering (the “Public Warrants” and, together with the
Private Placement Warrants and the Extension Loan Warrants, the “Warrants”). Each whole Warrant entitles the
holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”),
for $11.50 per share, subject to adjustment as described herein; and


 


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


 


WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption
and exercise of the Warrants; and


 






     

     


    

 


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


 


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


 


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


 


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


 


2. Warrants.


 


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


 


2.2 Effect of Countersignature. If a physical certificate is
issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a 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 Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its book-entry settlement
system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates
in physical form evidencing such Warrants (“Definitive Warrant Certificates”) 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 Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President 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, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


2.4
Detachability of Warrants. The 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 Mizuho Securities USA LLC, as the underwriter, 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 then received
by the Company from the exercise by the underwriter of its 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 announcing when such separate trading shall begin.


 






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2.5 Fractional Warrants. The Company shall not issue fractional
Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-half of one whole Public Warrant. If,
upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant,
the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6 Private Placement Warrants and Extension Loan Warrants.
The Private Placement Warrants and the Extension Loan Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants and the Extension Loan Warrants:
(i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including
the Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Extension Loan Warrants, may not be transferred,
assigned or sold until 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 (ii), the Private Placement Warrants and the Extension Loan
Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants or the Extension Loan Warrants may be transferred
by the holders thereof:


 


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


 


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


 


(c) in the case of an individual, by virtue of laws of descent
and distribution upon death of the 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 the
Business Combination at prices no greater than the price at which the Private Placement Warrants and Extension Loan Warrants or Ordinary
Shares, as applicable, were originally purchased;


 


(f) by virtue of the Sponsor’s organizational documents
upon liquidation or dissolution of the Sponsor;


 


(g) by pro rata distribution from our Sponsor to its
members, partners, or shareholders pursuant to our sponsor’s operating agreement


 


(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
completion of its initial Business Combination; or


 


(j) in the event of the Company’s completion of 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 subsequent to the completion of the Company’s initial Business Combination;


 


provided,
however, that, in the case of clauses (a) through (g), 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.


 


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 fifteen
(15) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed
or applicable law); provided that the Company shall provide at least five (5) 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 date that is thirty (30) days after the first
date on which the Company completes a Business Combination 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 "Articles"), if the Company fails to complete a Business Combination, and (z) other
than with respect to the Private Placement Warrants and the Extension Loan Warrants then held by the Sponsor or its Permitted Transferees
with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m. New York City
time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in
subsection 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. Except
with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or
Extension Loan Warrant then held by the Sponsor or its Permitted Transferees in connection with a redemption pursuant to Section 6.1
hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than
a Private Placement Warrant or Extension Loan Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption
pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the
Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the
Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions of the Warrant and
this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust
department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a 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) the
payment in full of the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary
Shares, as follows:


 


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


 


(b) [Reserved];


 


(c) with respect to any Private Placement Warrant or Extension
Loan Warrant, so long as such Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of
Ordinary Shares equal to (i) if in connection with a redemption of Warrants pursuant to Section 6.2 hereof, as provided
in Section 6.2 hereof with respect to a Make-Whole Exercise 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)) less 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 Warrant is sent to the Warrant Agent;


 






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


 


(e) as provided in Section 7.4 hereof.


 


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
on the register of members of the Company, 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, or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall
not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have
been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence
of the Registered Holder of the Warrants. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in 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 and the Articles 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 and who is registered in the register of members of the Company
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 register
of members 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 register of members or book-entry system are
open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 4.9% or 9.8% (as specified by the holder) (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 preference shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares,
the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report
on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the 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 issued and 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 issued and
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.


 






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4. Adjustments.


 


4.1 Share Dividends.


 


4.1.1 Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.7 below, the number of issued and outstanding Ordinary Shares is increased by a capitalization or
dividend in-kind paid in Ordinary Shares (a "share dividend"), or by a sub-division of Class A Ordinary Shares
or other similar event, then, on the effective date of such capitalization or share dividend, sub-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 issued and outstanding
Ordinary Shares. A rights offering made to all or substantially all 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 dividend of a number of Ordinary
Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one
(1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the 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 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. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2 Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary Shares a dividend
or makes a distribution in cash, securities or other assets on account of such Ordinary Shares (or other shares 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 Company’s Articles to modify the substance or timing of the Company’s obligation to redeem
100% of the Ordinary Shares if the Company does not complete the initial Business Combination within 15 months (or 18 months,
as applicable) from the closing of the Offering or with respect to any other provisions relating to the rights of holders of
Ordinary Shares, 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). Solely for purposes of illustration, if the Company, at a time while
the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of
cash dividends and cash distributions on the Class A Ordinary Shares during the 365-day period ending on the date of
declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective
date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 per share
(the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made
in such 365-day period prior to such $0.35 dividend)).


 






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4.2 Aggregation of Shares. If after the date hereof, and subject
to the provisions of Section 4.7 hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation,
combination or redesignation of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination,
redesignation or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in issued and outstanding Ordinary Shares.


 


4.3 Adjustments in Exercise 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 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, (i) in the case of any such
issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares of the Company, par value $0.0001
per share (the “Class B ordinary shares”), held by the Sponsor or such affiliates, as applicable, prior
to such issuance, and (ii) to the extent that such issuance is made to Green Visor Capital SPAC I Holdings LLC or its affiliates,
without taking into account the transfer of Class B ordinary shares, Private Placement Warrants or Extension Loan Warrants (including
if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with
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 an initial Business Combination on the
date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price
of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company
consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant
Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00
per share redemption trigger price described in Section 6.1 and Section 6.2 will 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






    	 	7	 



     


    

 


4.5 Replacement of Securities upon Reorganization, etc.
In case of any redesignation or reorganization of the issued and outstanding Ordinary Shares (other than a change under Section 4.1
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 redesignation or reorganization of the issued and 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 stock or other securities or property (including cash) receivable upon such redesignation, 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 Company’s Articles, or as a result of the repurchase 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 (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the
issued and 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 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 of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration
(as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“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 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 during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any redesignation 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 4.5.
The provisions of this Section 4.5 shall similarly apply to successive redesignations, 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 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.


 






    	 	8	 



     


    

 


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 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 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 Company’s
amended and restated memorandum and articles of association, as amended from time to time.


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer. The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, 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.


 


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 Extension Loan 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.


 






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6. Redemption.


 


6.1 Redemption of Warrants when the 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 issuance of 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).


 


6.2 Redemption of Warrants when the 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 last reported sale price of the Ordinary Shares equals or exceeds $10.00 per share (subject to adjustment in compliance
with Section 4 hereof) on the trading day prior to the date on which notice of redemption pursuant to this Section 6.2
is sent to the Registered Holders 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 or Extension Loan 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 only on a “cashless
basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the
table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the 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 of the last reported sales price for the Ordinary Shares during the ten (10) trading days immediately following the date
on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with
any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair
Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 


	Redemption Date  	 	Fair Market Value of Class A Ordinary Shares	 
	(period to expiration of  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	warrants)	 	£$10.00
	 	$11.00
	 	$12.00
	 	$13.00
	 	$14.00
	 	$15.00
	 	$16.00
	 	$17.00
	 	3$18.00
	 
	60 months	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361	 
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361	 
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361	 
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361	 
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361	 
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361	 
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361	 
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361	 
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361	 
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361	 
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361	 
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361	 
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361	 
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361	 
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361	 
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361	 
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361	 
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 





 






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


 


6.3 Date Fixed for, and Notice of, Redemption; 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 (the “30-day Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. As used in this Agreement, (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 sales 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 or the Extension
Loan Warrants if at the time of the redemption such Warrants continue to be held by the Sponsor or 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 or the Extension
Loan Warrants if at the time of the redemption such Warrants continue to be held by the Sponsor or its Permitted Transferees. However,
once such Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof),
the Company may redeem such Warrants 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 Warrants to exercise such Warrants prior to redemption pursuant to Section 6.4
hereof. Private Placement Warrants or Extension Loan Warrants that are transferred to persons other than Permitted Transferees shall
upon such transfer cease to be Private Placement Warrants or Extension Loan Warrants and shall become Public Warrants under this Agreement,
including for purposes of Section 9.8 hereof.


 


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.


 






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


 


7.3 Reservation of 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 15 business days after the closing of its initial Business Combination, it shall
use its best efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement registering
the sale, under the Securities Act, of the Ordinary Shares issuable upon exercise of the warrants and thereafter to use its best efforts
to cause the same to become effective within 60 business days following the closing of its initial Business Combination and to maintain
a current prospectus relating to those Ordinary Shares until the warrants expire or are redeemed, as specified in this Agreement. If a
registration statement covering the shares of Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth
business day after the closing of the initial Business Combination, then holders thereof may, until such time as there is an effective
registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the lesser of (A) 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) less the Warrant Price by (y) the Fair Market Value and (B) 0.361 Ordinary Shares per whole Warrant.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean 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 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 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 two sentences of this subsection 7.4.1.


 


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 Warrant under applicable blue sky laws to the extent an exemption is not available.


 






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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 or other entity organized and existing under the laws of the State of New York, in good standing
and having its principal office in the United States of America , and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with
all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


8.2.3 Merger or Consolidation of Warrant Agent. Any entity into
which the Warrant Agent may be merged or with which it may be consolidated or any entity 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 President, Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, the General Counsel or the Secretary of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2 Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, reasonable 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.


 






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


 


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: 


 


Green Visor Financial Technology Acquisition Corp. I 


88 Kearny Street, Suite 850 


San Francisco, CA 94108 


	Attn:	Richard Kim




 


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


 


Continental Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New York, NY 10004 


	Attn:	 Compliance Department




 


with a copy in each case to: 


Simpson Thacher & Bartlett LLP 


425 Lexington Avenue 


New York, New York 10017 


	Attn:	Mark A. Brod




 


and


 






    	 	14	 



     


    

 


Simpson Thacher & Bartlett LLP 


2475 Hanover Street 


Palo Alto, California 94304 


	Attn:	Daniel N. Webb




 


9.3 Applicable Law and Exclusive Forum. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.


 


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


 


9.4 Persons Having Rights under this Agreement. Nothing in this
Agreement shall be construed to confer upon, or give to, any person, corporation or other entity 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 United States of America, 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 for the purpose of (i) curing any ambiguity or to correct any mistake, including
to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective
provision contained herein, (ii) amending the definition of “Ordinary Cash Dividend” as contemplated by and in accordance
with the second sentence of subsection 4.1.2 or (iii) adding or changing any 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 rights of the Registered Holders under this Agreement. All other modifications or amendments to the Public Warrants, including
any modification or amendment to the Public Warrants to increase the Warrant Price or shorten the Exercise Period, shall require the vote
or written consent of the Registered Holders of at least 50% of the then-outstanding Public Warrants. Any amendment solely to the Private
Placement Warrants or the Extension Loan Warrants shall require the vote or written consent of holders of a majority of the then outstanding
Private Placement Warrants or the Extension Loan Warrants, respectively. 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.


 






    	 	15	 



     


    

 


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


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants / Extension
Loan Warrants


 






    	 	16	 



     


    







 


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


 


	 	GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I



 


	 	By:	 
	 	Name:	Richard Kim
	 	Title:	Vice President and Chief Financial Officer



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent



 


	 	By:	 
	 	Name:	 
	 	Title:	 



 






     

     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[see attached]


 






     

     


    







 


EXHIBIT B


 


LEGEND—PRIVATE PLACEMENT / EXTENSION LOAN
WARRANTS 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 GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I (THE “COMPANY”), GREEN VISOR CAPITAL SPAC I HOLDINGS LLC
AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT
IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3
OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE RECITALS TO THE WARRANT AGREEMENT) WHO
AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


No. __________ Warrants