Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [●], 2021, is by and between Semper Paratus Acquisition Corporation, a Cayman
Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York
limited purpose trust company (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”),
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 15,000,000 whole warrants (or up to 17,250,000 whole warrants if the Over-allotment Option is
exercised in full) 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; and


 


WHEREAS, on [●], 2021,
the Company entered into that certain Private Placement Units Purchase Agreement with Semper Paratus Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 1,210,000 Units at
a purchase price of $10.00 per Unit (the “Private Placement Units”), and in connection therewith the Company
will issue and deliver 605,000 whole warrants to Sponsor, bearing the restrictive legend set forth in Exhibit B (the “Private
Placement Warrants”); and


 


WHEREAS, on [●], 2021,
the Company entered into that certain Private Placement Units Purchase Agreement with Cantor Fitzgerald & Co., the representative
of the underwriters in the Offering (the “Representative”), pursuant to which the Representative agreed to purchase
an aggregate of 150,000 Private Placement Units at a purchase price of $10.00 per Unit, and in connection therewith the Company will issue
and deliver 75,000 Private Placement Warrants to the Representative; and


 


WHEREAS, to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor, an affiliate of the Sponsor,
or certain of the Company’s executive officers and directors may, but are not obligated to, loan to 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 150,000 Units at a price of $10.00 per
Unit, and in connection therewith the Company will issue and deliver 75,000 Warrants (the “Working Capital Warrants”);
and


 


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


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-[_____] (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Ordinary Shares included in the Units; and


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of
Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Treasurer or other principal officer of
the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 


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


 


2.3 Registration.


 


2.3.1 Warrant Register.


 


(a) 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, 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. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry
Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of Cede & Co., a nominee of the Depositary. 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 (i) the Depositary or its nominee for each
Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).


 


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


 


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 a Definitive Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability of Warrants.
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 the Representative, 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 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.


 






     


     


    

 


2.4.1 Transfers prior to
Detachment. 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 2.4.1 shall have no effect on any transfer of Warrants on or after the Detachment
Date.


 


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 Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder.


 


2.6 Private Placement Warrants and Working Capital Warrants.
The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they
are held by the initial purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement
Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to Section 3.3.1(c) hereof,
(ii) may not be transferred, assigned or sold until 30 days after the completion by the Company of an initial Business Combination
(as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii),
the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the initial purchasers or any of their
respective Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants
may be transferred by the holders thereof:


  


2.6.1 the Company’s officers
or directors or those of the Representative, any affiliates or family members of the Company officers or directors or those of the Representative,
any members of the Sponsor or the Representative, or any affiliates of the Sponsor or the Representative,


 


2.6.2 in the case of an individual,
by gift to a member 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;


 


2.6.3 in the case of an individual,
by virtue of the laws of descent and distribution upon death of such person;


 


2.6.4 in the case of an individual,
pursuant to a qualified domestic relations order;


 


2.6.5 by private sales or transfers
made in connection with any forward purchase agreement or similar arrangements or in connection with the consummation of a Business Combination
at prices no greater than the price at which the shares were originally purchased;


 


2.6.6 in the event of the Company’s
liquidation prior to consummation of the Company’s initial Business Combination; or


 






     


     


    

 


2.6.7 by virtue of the laws
of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or the organizational
documents of the Representative, upon dissolution of the Representative;


 


provided,
however, that, in the case of Section 2.6.1 through Section 2.6.5 or Section 2.6.7, these transferees
(the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions in this Agreement (including provisions relating to voting, the Trust Account and liquidation distributions described
elsewhere in the Prospectus). Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Representative
and/or its designees, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants
purchased by the Representative and/or its designees shall not be sold during the Offering, or sold, transferred, assigned, pledged or
hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of
sales of the Offering, except to any member participating in the Offering and the officers or partners thereof. Additionally, the Private
Placement Warrants purchased by the Representative and/or its designees shall not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days
immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering.


 


2.7 Working Capital Warrants.
The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8 Post IPO Warrants.
The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed
upon by the Company.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price.
Each Warrant, when countersigned by the Warrant Agent, 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 at which Ordinary Shares may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than 20 Business Days, provided, that the Company shall provide at least 20 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”) commencing on the later of the date that is: (i) 30 days after the first
date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses (a “Business Combination”), or (ii) 12 months from the
date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that
is five 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, if the
Company fails to complete a Business Combination, or (z) other than with respect to the Private Placement Warrants and the Working
Capital Warrants to the extent then held by the initial purchasers or their respective Permitted Transferees, as applicable, the Redemption
Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 3.3.2
below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant to the extent then held by the initial purchasers
or any of their respective Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof), each outstanding
Warrant (other than a Private Placement Warrant or Working Capital Warrant to the extent then held by the initial purchasers or their
respective Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least 20 days’ prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants.


  






     


     


    

 


3.3 Exercise of Warrants.


 


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


 


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


 


(b) in the event of a
redemption pursuant to Section 6 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 Section 3.3.1(b) over
the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b) and Section 6.3,
the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6
hereof;


 


(c) with respect to any Private Placement Warrant or Working Capital
Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the initial purchasers or their respective Permitted
Transferees, as applicable, 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 Section 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this
Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or


 


(d) 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 Section 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 full Ordinary Shares to which he, she or it is entitled, registered in such
name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position
or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. If
fewer than all the Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made to the records maintained
by the Depositary, its nominee for each Book Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to issue 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 have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in
the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled
to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such
Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. In no event
will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the
Warrant on a “cashless basis” pursuant to Section 3.3.1(b) and Section 7.4. If, by reason of
any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary
Shares to be issued to such holder.


 






     


     


    

 


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


 


3.3.4 Date of Issuance.
Upon proper exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary entries in the register
of members of the Company in respect of the Ordinary Shares and to issue a certificate if requested by the holder of such Warrant. Each
person in whose name any book-entry position in the register of members of the Company 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 in the register of members of the Company representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date
of such surrender and payment is a date when the register of members or 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 register of members, 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 Section 3.3.5;
however, no holder of a Warrant shall be subject to this Section 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 9.8% (or such other amount
as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares issued and outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned
by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the
remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of issued and outstanding Ordinary
Shares, the holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most
recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with
the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or the Transfer Agent setting forth the number of Ordinary Shares issued and outstanding. For any reason at any time, upon the written
request of the holder of the Warrant, the Company shall, within two Business Days, confirm orally and in writing to such holder the number
of Ordinary Shares then issued and outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the 61st day after such notice is delivered
to the Company.


 






     


     


    

 


4. Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1 Subdivision. 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 capitalization of Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective
date of such share capitalization, subdivision 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 “Fair Market Value” (as defined below) shall
be deemed a 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 Ordinary Shares) and (ii) one minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this Section 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for the 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) “Fair
Market Value” means the volume weighted average price of the Ordinary Shares as reported during the 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.


 


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 Ordinary Shares on account of such Ordinary Shares (or other shares of the Company into which the Warrants
are convertible), other than (a) as described in Section 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) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the
shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a vote
to amend the Company’s amended and restated memorandum and articles of association as provided therein to modify the substance or
timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the public
shares if the Company does not complete the Business Combination within the period set forth in the Company’s amended and restated
memorandum and articles of association, 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 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 Section 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 or reclassification of Ordinary Shares or other similar event, then, on the effective
date of such consolidation, combination, reverse share split, redesignation, 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.


 


4.3.1 Whenever the number of
Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Section 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.


 






     


     


    

 


4.3.2 If the Company issues
additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business
Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Shares (as adjusted for share subdivisions,
share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “New
Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation
of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares
during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the “Market Value”) is below $9.20 per share (as adjusted for share subdivisions, share consolidations,
share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to
the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as
defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the New Issuance Price.


 


4.4 Replacement of Securities
upon Reorganization, etc. In case of any redesignation or reorganization of the issued and outstanding Ordinary Shares (other
than a change under Section 4.1.1 or Section 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 entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a
subsidiary of another entity whose shareholders did not own all or substantially all of the Ordinary Shares of the Company in substantially
the same proportions immediately before such transaction and that does not result in any redesignation or reorganization of the issued
and outstanding Ordinary Shares), or in the case of any sale or conveyance to another 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 liquidated or 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 redesignation, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization
also results in a change in Ordinary Shares covered by Section 4.1.1, then such adjustment shall be made pursuant to Section 4.1.1
or Sections 4.2, Section 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassification, reorganizations, mergers or consolidations, sales or other transfers. In no event will
the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.5 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, Sections 4.2, Section 4.3 or Section 4.4, 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.


 


4.6 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.


 


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


 






     


     


    

 


4.8 Other Events. In
case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided,
however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance
of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


4.9 No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Company’s Class B ordinary share (the “Class B Ordinary Share”) into Ordinary Shares
or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Company’s amended and
restated memorandum and articles of association, as amended from time to time.


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, in the case of certificated Warrants, 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 in any
Book Entry Warrant Certificate or Definitive Warrant Certificate, each Book Entry Warrant Certificate and Definitive Warrant Certificate
may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a
nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend (as in the case of the Private Placement Warrants and Working Capital Warrants), the Warrant Agent shall not
cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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. Subject
to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any
time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders
of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”),
provided that the last sales price of the Ordinary Shares reported has been at least $18.00 per share (subject to adjustment in compliance
with Section 4 hereof) (the “Redemption Trigger Price”), on each of 20 trading days within the 30
trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and provided that there
is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to
require the exercise of the Warrants on a “cashless basis” pursuant to Section 3.1; provided, however, that if
and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of Ordinary
Shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the
Company is unable to effect such registration or qualification.


 


6.2 Date Fixed for, and
Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption
(the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


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


 


6.4 Exclusion of Private Placement Warrants and the Working Capital
Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to either (a) the
Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working
Capital Warrants continue to be held by the initial purchasers or any of their Permitted Transferees, as applicable or (b) Post IPO
Warrants if such Warrants provide that they are non-redeemable by the Company. However, once such Private Placement Warrants and
Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the
Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants and the Working
Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that
are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working
Capital Warrants and shall become Public Warrants under this Agreement.


  






     


     


    

 


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 general meetings or the appointment of directors of the Company or any other matter.


 


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


 


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


 


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


 


7.4.1 Registration of the
Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than 15 Business Days after the closing of
its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement
for the registration, under the Securities Act, 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 Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the 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 any successor rule) 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 difference between the Warrant Price and the “Fair
Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this Section 7.4.1, “Fair
Market Value” shall mean the volume weighted average price of the Ordinary Shares as reported during the 10 trading-day period ending
on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined
by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 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 statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in Section 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 Section 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 Warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor statute), 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
statute) as described in Section 7.4.1 and (ii) in the event the Company so elects, the Company shall 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. If the Company does not elect at the time of
exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,”
it agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the
Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is
not available.


 






     


     


    

 


8. Concerning the Warrant Agent and Other Matters.


 


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


 


8.2 Resignation, Consolidation, or Merger of
Warrant Agent.


 


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


 


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


 


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


 


8.3 Fees and Expenses of Warrant Agent.


 


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


 


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


 


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


 


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


 


8.6 Waiver. The Warrant
Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by
and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against
the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


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


 


9.2 Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five 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:


 


Semper Paratus Acquisition Corporation 


767 Third Avenue, 38th Floor 


New York, New York 10017 


Attention: Basil
Ben Baldanza 


Email: bbaldanza@gmail.com


 






     


     


    

 


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


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attention: Account Administration


 


in each case, with copies to: 


Reed Smith LLP 


599 Lexington Avenue 


New York, NY 10022 


Attn: Ari Edelman, Esq. 


Email: aedelman@reedsmith.com 


and 


Cantor Fitzgerald & Co. 


499 Park Avenue 


New York, New York, 10022 


Attn: General Counsel 


and 


Ellenoff Grossman & Schole LLP 


1345 Avenue of the Americas 


New York, NY 10105 


Attn: Douglas S. Ellenoff, Esq.. 


Email: ellenoff@egsllp.com


 


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.


 


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, and for the purposes of Section 7.4 (Registration of Ordinary
Shares; Cashless Exercise at Company’s Option), Section 9.4 (Persons Having Rights under this Agreement) and Section 9.8
(Amendments) the Representative, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Section 7.4,
Section 9.4, and Section 9.8. All covenants, conditions, stipulations, promises, and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to Section 7.4,
Section 9.4, and Section 9.8) 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 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. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding
Public Warrants. Any amendment solely to the Private Placement Warrants or the Working Capital Warrants shall require the vote or written
consent of a majority of the holders of the then outstanding Private Placement Warrants and the Working Capital 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
Section 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]


 






     


     


    

 


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


 


	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 	 
	 	By:	                                      
	 	Name:	 
	 	Title:	 
	 	 
	 	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 


SEMPER PARATUS ACQUISITION CORPORATION 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP G8028L 107


 


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, of $0.0001
par value per share (“Ordinary Shares”), of Semper Paratus Acquisition Corporation, a Cayman Islands exempted
company (the “Company”). Each 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 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 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 an Ordinary Share, the Company will, upon
exercise, round down to the nearest whole 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 set forth in the Warrant Agreement.


 


The initial Warrant Price
per 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 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.


 


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.


 


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, without regard to conflicts of laws principles
thereof.


 


	 	SEMPER PARATUS ACQUISITION CORPORATION


 


	 	By:	            
	 	Name:
	 	Title:


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent


 


	 	By:	         
	 	Name:
	 	Title:


 






     


     


    

 


[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 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
(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 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 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 an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of 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.


 






     


     


    

 


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 Ordinary Shares and herewith tenders payment for such
Ordinary Shares to the order of Semper Paratus Acquisition Corporation (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 Ordinary Shares be delivered to [●] whose address is [●]. If said number
of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, 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 [●] 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 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with Section 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to Section 3.3.1(c) of
the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 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 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 of 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 Ordinary
Shares. If said number of Ordinary Shares is less than all of the 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 [●] and that such Warrant Certificate be delivered to [●], whose address is [●].


 


[Signature Page Follows]


 






     


     


    

 


	Date: [●]	 
	 	 
	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 


 


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 (OR ANY SUCCESSOR
RULE)).


 


EXHIBIT B 


LEGEND


 


“THE OFFER AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAS 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 SEMPER PARATUS ACQUISITION CORPORATION (THE “COMPANY”), SEMPER PARATUS SPONSOR LLC AND
THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
30 DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN 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.”