Exhibit 4.4


 


WARRANT AGREEMENT


 


This WARRANT AGREEMENT
(this “Agreement”) is made as of [●], 2021 between Mount Rainier Acquisition Corp. a Delaware corporation,
with offices at 256 W. 38th Street, 15th Floor, New York, NY 10018 (“Company”), and American Stock Transfer &
Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (“Warrant
Agent”). |


 


WHEREAS, the Company
is engaged in a public offering (“Public Offering”) of up to 17,250,000 units (including 2,250,000 units which may
be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Public Units”)
comprised of one share of common stock of the Company, par value $0.0001 (“Common Stock”), and one warrant, where each
whole warrant entitles the holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per whole share, subject
to adjustment as described herein, and, in connection therewith, will issue and deliver up to 17,250,000 warrants (the “Public
Warrants”) to the public investors in connection with the Public Offering; and


 


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


 


WHEREAS, the Company
has received binding commitments (“Subscription Agreements”) from the Company’s sponsor, DC Rainier SPV LLC (the
 “Sponsor”), Matthew Kearney, the Company’s Chief Executive Officer, and Young Cho, the Company’s Chief
Financial Officer, to purchase, simultaneously with the closing of the Public Offering, up to an aggregate of 551,200 units (or 596,200
units if the over-allotment option is exercised in full) (the “Private Units”), each containing one share of Common
Stock and one warrant (the “Private Warrants”), each exercisable to purchase three-fourths (3/4) of one share of Common
Stock at a price of $11.50 per whole share, bearing the legend set forth in Exhibit B hereto; and


 


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


 






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2. Warrants.


 


2.1. Form of
Warrant. Each Warrant shall be issued in registered form only, 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 or
Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s
seal. 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. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the
Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of
Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“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.


 


2.4.2. 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 then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date of the
Prospectus or, if such 90th 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 with the consent of A.G.P./Alloiance Global Partners (the “Representative”), but in no event will
the Representative allow separate trading of the securities comprising the Units until (i) the Company has filed a Current Report
on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public
Offering, if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued
a press release and has filed a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment
Date”).


 


2.6. Private
Warrant Attributes. The Private Warrants will be identical to the Public Warrants.


 


2.7.  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 shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered
holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of
Common Stock 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 refers to the price per share at
which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the
Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days;
provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders
of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.


 






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3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) and (b) 12 months from


 


the date of the closing of the Public Offering,
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date
on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided
in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”).
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred
to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, each outstanding Warrant 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 the close of business on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide
at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any
such extension shall be applied consistently to all of the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, as follows:


 


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


 


(b) in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported closing
price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c) in
the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes
of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the shares of Common
Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.


 






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3.3.2. Issuance
of shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry
position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.
In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance
would be unlawful.


 


3.3.3. Valid
Issuance. All the shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4. Date of
Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, 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, 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 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 cause 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 9.9% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


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


 


4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall
pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such
shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in Subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or an amendment to the
Company’s amended and restated certificate of incorporation, (d) as a result of the repurchase of shares of Common Stock by
the Company in connection with a tender offer as part of an initial Business Combination or (e) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s
board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary
Dividend. For purposes of this Subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the shares
of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each
Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have
received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the shares of Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event
of any tender offer for shares of Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such offer would
be to require the Warrants to be accounted for as liabilities under applicable accounting principles.


 






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4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares
of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price
or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by them
prior to such issuance), (b) 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 Business Combination on the date of the consummation of such Business Combination
(net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at
which the Company issues the shares of Common Stock or equity-linked securities, and the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the price at which the Company issues
shares of Common Stock or equity-linked securities. Solely for purposes of this Section 4.6, the “Fair Market Value”
shall mean the volume weighted average reported trading price of the shares of Common Stock for the twenty (20) trading days starting
on the trading day prior to the date of the consummation of the Business Combination.


 


4.7 Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, 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.


 


4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon 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
up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


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


 


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


 






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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, in the case of certificated Warrants, 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, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate 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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private
Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company
of an initial Business Combination, except for transfers (i) among the initial stockholders or to the initial stockholders’
or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon
the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s
immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case
for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified
domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination,
(vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which
the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation
of an initial Business Combination or (ix) 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 stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi),
(viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer,
the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”)
or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any
other applicable agreement the transferor is bound by.


 


5.7. 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 5.7 shall have no effect on any transfer of Warrants on or after
the Detachment Date.


 






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6. Redemption.


 


6.1. Redemption.
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 the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the closing price of the shares of Common Stock equals or exceeds $18.00 per share (subject to adjustment
in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing
after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and
provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the
Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock
upon exercise of the 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 the Company shall elect to redeem all of the Warrants that are subject to redemption,
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 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
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 the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” 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.


 


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


 


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


 


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


 


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


 






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7.4. Registration
of shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it
shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the
Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is
necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states
where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is
not available. The Company will use its best 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 90th day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The
Company shall 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 is not
required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under
U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company
and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants
have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without
the prior written consent of the Representative.


 


8. Concerning the Warrant Agent and
Other Matters.


 


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


 


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 the 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 shares of Common Stock not later than the effective date of any such appointment.


 


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


 






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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 will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this 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 or Chairman of the Board of Directors 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 fraud, 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
fraud, 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); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation
of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


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 shares of Common Stock through the exercise
of Warrants.


 


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.


 






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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 (i) if by email when the email is sent, (ii) if by hand or overnight delivery,
when so delivered, or (iii) 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:


 


Mount Rainier Acquisition Corp.


256 W. 38th Street, 15th Floor


New York, NY 10018


Attn: Matthew Kearney, Chief Executive
Officer


E-mail: matthewk@rainieracquisitioncorp.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 (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) 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:


 


American Stock Transfer & Trust
Company, LLC


6201 15th Avenue |


Brooklyn, NY 11219


Attn: Reorg Department


 


with a copy in each case to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn:


E-mail:


 


and


 


Manatt, Phelps & Phillips LLP


695 Town Center Drive, 14th Floor


Costa Mesa, California 92626


Attn: Thomas J. Poletti, Esq.


E-mail: [_]


 


and


 


A.G.P./Alliance Global Partners


590 Madison Avenue, 28th Floor


New York, NY 10022


Attn: [_]


E-mail: [_]


 


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. The Company hereby waives any objection 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. Any process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Warrant 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 Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Warrants.


 






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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 his Warrant for inspection by it.


 


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 of 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 written consent or vote of the registered holders of (i) a majority
of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or in connection with, the consummation
of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken
after the consummation of a Business Combination. 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. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.


 


9.10 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]


 






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


 


	 	MOUNT RAINIER ACQUISITION CORP. 
	 	 	 
	 	By:	 
	 	 	Name: Matthew Kearney
	 	 	Title: Chief Executive Officer
	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Warrant Agreement]


 






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 EXHIBIT A


 


WARRANT CERTIFICATE


 






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EXHIBIT B


 


LEGEND FOR PRIVATE PLACEMENT WARRANTS


 


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
MOUNT RAINIER ACQUISITION CORP. (THE “COMPANY”), DC RAINIER SPV LLC, A.G.P./ALLIANCE GLOBAL PARTNERS AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK
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.


 






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