Exhibit 4.4


 


FORM OF WARRANT
AGREEMENT


 


between


 


TKB CRITICAL TECHNOLOGIES
1.


 


and


 


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated as of [●], 2021, is by and between TKB Critical Technologies 1, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, on [●],
2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with TKB Sponsor I, LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
9.550,000 warrants (or up to 10,750,000 warrants if the underwriters in the Offering (as defined below) exercise their
Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering (and the closing of the
Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement
Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the
holder thereof to purchase one Class A Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as
described herein;


 


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


 


WHEREAS, the Company and the
Sponsor have entered into Forward Purchase Agreements (the “Forward Purchase Agreements”) with certain funds
managed by affiliates of Apollo Capital Management, L.P. (collectively, “Apollo”) and certain funds and accounts
managed by or affiliated with Atalaya Capital Management, LP (“Atalaya, and together with Apollo, the “Forward
Purchasers”) pursuant to which the Forward Purchasers may purchase, in their discretion, Class A Ordinary Shares (the “Forward
Purchase Shares”) and warrants (the “Forward Purchase Warrants”). Each Forward Purchase Warrant
bear the legend set forth in Exhibit C hereto and the Forward Purchase Warrants and Forward Purchase Shares will be issued in
a private placement transaction to occur concurrently with the closing of the Company’s initial Business Combination (as defined
below). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject
to adjustment as described herein. Each of the Forward Purchase Warrants, if issued, shall be treated as a Public Warrants hereunder;


 


WHEREAS, 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 $1,500,000 of such loans may be convertible into up to an additional 1,500,000
warrants at a price of $1.00 per warrant (the “Working Capital Warrants” and together with the Public Warrants,
the Private Placement Warrants, and the Forward Purchase Warrants, the “Warrants”), which Working Capital Warrants,
if issued, shall be treated as Private Placement Warrants hereunder;


 



     


     


    

 


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;


 


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


 


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


 


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


 


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


 


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


 


2. Warrants.


 


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


 


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”)
(each such institution, with respect to a Warrant in its account, a “Participant”).


 


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


 


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


 



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


 


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 Jefferies LLC, as sole book-running manager, but in no event shall the Ordinary Shares and the
Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission
containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company
issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5 No Fractional Warrants Other Than as Part of Units. 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 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.


 


2.6.1 The Private Placement 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: (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, 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 any Ordinary
Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


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


 


(f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;


 



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


 


(h) in the event of the Company’s liquidation prior to the consummation of its initial Business Combination; or


 


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


 


3. Terms and Exercise of Warrants.


 


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


 


3.2 Duration of Warrants. A Warrant may be exercised
only during the period (the “Exercise Period”) (A) commencing thirty (30) days after the first date on which
the Company completes an initial 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 “Charter”), if the Company fails to complete a Business Combination, and (z) the Redemption Date
(as defined below) with respect to a Warrant, which, for the avoidance of doubt will not include (A) with respect to the Private Placement
Warrants then held by the Sponsor or any of its Permitted Transferees, a redemption pursuant to Section 6.1 hereof or, (B) if the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), a redemption pursuant
to Section 6.2 hereof (the earliest to occur of clause (x), (y) and (z) with respect to a Warrant, the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom
being available. Each outstanding Warrant not exercised on or before the Expiration Date of such Warrant shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement (other than in the case of a Redemption, the right to receive the Redemption
Price (as defined below)) 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.


 



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3.3 Exercise of Warrants.


 


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


 


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


 


(b) in the event of a redemption
pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”) has elected
to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for
that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)), over the
Warrant Price by (y) the Fair Market Value. The “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
redemption is sent to the holders of Warrants pursuant to Section 6.1 hereof;


 


(c) with respect to any Private
Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or its Permitted Transferees, by surrendering such
Private Placement Warrant, for that number of Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants
pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below)
and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(c)), over the Warrant Price
by (y) the Fair Market Value. The “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 is
sent to the Warrant Agent;


 


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


 


(e) as provided in Section 7.4 hereof.


 


3.3.2 Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new
book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have
been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise
of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with
respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not
be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of
the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise
its Warrants only for a whole number of Class A Ordinary Shares. 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.


 



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


 


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


 


3.3.5 Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder
of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder,
the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such
Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number
of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”) setting forth the number of
Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number
of 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 outstanding Ordinary Shares was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1 Split-Ups. If after the date hereof, and subject
to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a share capitalization
payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share capitalization,
split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such
increase in the issued and outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase
Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization
of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied
by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair
Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.


 



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4.1.2 Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the
holders of the Ordinary Shares on account of such Ordinary Shares (or other shares into which the Warrants are convertible), other than
(a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Charter to modify the substance or timing of
the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Company’s
public shares if the Company does not complete its initial Business Combination within the period set forth in the Charter or with respect
to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with
the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”)
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of
this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary
Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect
any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50
(being 5% of the offering price of the Units in the Offering).


 


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


 


4.3 Adjustments in Warrant Price. Whenever the number
of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.4 Raising of the Capital in Connection with the Initial Business Combination.
If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing
of its initial Business Combination (excluding any forward purchase securities) at an issue
price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined
in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class
B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for funding the initial Business Combination on the date of the consummation of the Company’s initial
Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Ordinary Shares during the 20 (twenty)
trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such
price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described
in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 



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4.5 Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections
4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of
any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification or reorganization of the 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 other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”);
provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind
or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary
Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders
of the Company as provided for in the Charter or as a result of the redemption of Ordinary Shares by the Company if a proposed initial
Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the 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 ordinary shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the
consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect
prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary
Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the
trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from
the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event,
and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists
exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the
Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then
such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 



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


 


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


 


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


 


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


 


4.10 No Adjustment. For the avoidance of doubt, no adjustment
shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the shares of the Company’s
Class B ordinary shares (the “Class B Ordinary Shares”) into Ordinary Shares or the conversion of the Class
B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.


 


5. Transfer and Exchange of Warrants.


 


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


 


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 or the Forward Purchase Warrants), the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 



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


 


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


 


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


 


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


 


6. Redemption.


 


6.1 Redemption
of Warrants When Price Per Class A 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) or the Company has elected to require the exercise of the Warrants
on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. 


 


6.2 Redemption of Warrants When Price Per Class A Ordinary Share Equals
or Exceeds $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed,
at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant; provided that (i)
the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if
the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement
Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption
Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their
Warrants on a “cashless basis” pursuant to subsection 3.3.1(d) and receive a number of Ordinary Shares determined by
reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants)
and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted
average price of the Ordinary Shares for 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.


 



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



 


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


 


The share prices set forth in
the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is
adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings in the table above shall equal the share
prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon
exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of share deliverable upon exercise
of a Warrant as so adjusted. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted,
(a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal
the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value
and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease
in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole
Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).


 



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


 


6.4 Exercise After Notice of
Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance with Section 6.1, if applicable,
or 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 Private Placement Warrants. The Company
agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the
time of the redemption such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees and (b)
if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption
rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private
Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees. However, once such Private Placement Warrants
are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private
Placement 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 Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant
to Section 6.4 hereof. The Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon
such transfer cease to be Private Placement 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.


 


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.


 



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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 twenty (20) Business Days after the closing of its initial Business Combination,
it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the registration statement
or a new registration statement under the Securities Act registering, under the Securities Act, the issuance of the Ordinary Shares issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to
maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants
in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business
Day following the closing of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning
on the 61st Business Day after the closing of the initial Business Combination and ending upon such registration statement being declared
effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for the purposes
of this subsection 7.4.1, “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 is sent to the Warrant
Agent The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the
Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that
(i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to
be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to
be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


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


 


8. Concerning the Warrant Agent and Other Matters.


 


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


 



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8.2 Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 


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


 


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


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement,
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.


 


8.3.2 Further Assurances. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement. Whenever in the performance
of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer,
Chief Financial Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


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


 


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


 



    14


     


    



 


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


 


TKB Critical Technologies 1


400 Continental Blvd, Suite 600


El Segundo, CA 90245


Attention: Angela Blatteis


 


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


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with copies to:


 


Winston & Strawn LLP


35 W. Wacker Drive


Chicago, IL 60601


Attn:   Carol Anne Huff, Esq.


Email: chuff@winston.com


 


Jefferies LLC


520 Madison Avenue


New York, New York 10022


Facsimile: (646) 619-4437


Attn: General Counsel


 


Paul Hastings LLP


200 Park Avenue


New York, New York 10166


Attn.:  Frank Lopez


Email: franklopez@paulhastings.com


Attn:   Jonathan Ko


Email: jonathanko@paulhastings.com


 



    15


     


    

 


9.3 Applicable Law. The validity, interpretation, and
performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


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


 


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


 


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


 


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


 


9.8 Amendments. This Agreement may be amended by the
parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the
Registered Holders, and (ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the
vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and Forward Purchase Warrants
and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect
to the Private Placement Warrants, 50% of the number of then outstanding Private Placement Warrants. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders.


 


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


 


[Signature Page Follows]


 



    16


     


    

 


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


 





	 	TKB CRITICAL TECHNOLOGIES 1 
	 	 	 	 
	 	By:	 
	 	 	Name: 	Angela Blatteis
	 	 	Title:	Co-Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 



 


[Signature Page to Warrant Agreement]


 



     


     


    

 


EXHIBIT
A



Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


TKB CRITICAL TECHNOLOGIES 1


 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP             


 


Warrant Certificate


 


This Warrant
Certificate certifies that _____, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the
“Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001
par value per share (the “Class A Ordinary Shares”), of TKB Critical Technologies 1, a Cayman Islands
exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during the period
set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Class
A Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the
Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable Class A Ordinary Share. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A Ordinary Share, the Company
will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number
of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.


 


The initial Warrant Price
per Class A Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


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


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 



    Exhibit A-1


     


    

 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 


	 	TKB CRITICAL TECHNOLOGIES 1
	 	 	 	 
	 	By: 	 
	 	 	Name: 	              
	 	 	Title:	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 



    Exhibit A-2


     


    

 


[Form of Warrant Certificate] [Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A Ordinary
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of ____________, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of Class A Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of Class A Ordinary Shares issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a Class A Ordinary Shares, the Company shall, upon exercise, round down to the nearest whole number of Class
A Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 



    Exhibit A-3


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Class A Ordinary Shares and herewith tenders payment
for such Class A Ordinary Shares to the order of TKB Critical Technologies 1 (the “Company”) in the amount of
$______ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the
name of ____________, whose address is __________and that such Class A Ordinary Shares be delivered to ____________, whose address is
______________.


 


If said number of Class A
Ordinary Shares is less than all of the Class A Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Class A Ordinary Shares be registered in the name of ____________, whose address is ____________ and that such Warrant Certificate be delivered to ____________, whose address is ____________.


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company elects to permit
exercise on a “cashless basis”, the number of Class A Ordinary Shares for which this Warrant is shall be determined in accordance
with subsection 3.3.1(b) of the Warrant Agreement


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of Class A Ordinary Shares for which this Warrant is exercisable shall be determined
in accordance with subsection Section 6.2 of the Warrant Agreement.


 


In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless basis” pursuant to subsection 3.3.1(c) of the
Warrant Agreement, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of Class A Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number Class A Ordinary Shares that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class
A Ordinary Shares. If said number of shares is less than all of the Class A Ordinary Shares purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary
Shares be registered in the name of ____________,  whose address is, whose address is ____________, and that such Warrant Certificate be
delivered to ____________.


 


[Signature Page Follows]


 



    Exhibit A-4


     


    

 


Date: ____________, 20 __________


 


 


Signature Guaranteed:


 


 


Signature


 


 


(Address)


 


 


(Tax Identification Number)


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 



    Exhibit A-5


     


    

 


EXHIBIT
B



LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG TKB CRITICAL TECHNOLOGIES 1 (THE “COMPANY”), TKB SPONSOR I, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE
COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS TO THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO
A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS.


 


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


 


NO. [        ] WARRANT


 



    Exhibit B-1


     


    


 


EXHIBIT C


 


LEGEND


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY
NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE FORWARD PURCHASE AGREEMENT BY AND AMONG TKB CRITICAL TECHNOLOGIES I, TKB SPONSOR I, LLC AND [●]
DATED AS OF [●], 2021.


 


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
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [        ]
WARRANT


 



    Exhibit C-1