Exhibit 4.1


 


THUNDER
BRIDGE CAPITAL PARTNERS IV, INC.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


WARRANT
AGREEMENT


 


Dated
as of June 29, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2021 is by and between Thunder Bridge Capital Partners
IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as warrant agent (the “Warrant 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 share of Common Stock (as defined below) and one-fifth of one redeemable Public Warrant (as defined below)
(the “Units”) and, in connection therewith, has determined to issue and deliver up to 5,175,000 warrants (including
up to 675,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public
Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles
the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
for $11.50 per whole share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public Warrants
will not be able to exercise any fraction of a Warrant;


 


WHEREAS,
on June 29, 2021 the Company entered into that certain Unit Subscription Agreement, with TBCP IV, LLC, a Delaware limited liability company
(“Sponsor”), pursuant to which Sponsor will purchase an aggregate of up to 625,000 Units (or up to 692,500 Units if
the Over-allotment Option (as defined below) is exercised) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option (as defined below), if applicable), bearing the legend set forth in Exhibit B hereto (“Private Placement Units”),
such Private Placement Units containing 125,000 warrants (or up to 138,500 warrants if the Over-allotment Option (as defined below) is
exercised in full) (such warrants, the “Private Placement Warrants”);


  


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended Business Combination, the Sponsor or affiliates
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $1,500,000 may be convertible into up to an additional 150,000 Private Placement Units of the
post Business Combination entity at a price of $10.00 per Private Placement Unit, and in connection therewith, will issue and deliver
up to an aggregate of 30,000 Private Placement Warrants;


  


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-254359 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 shares of Common Stock included
in the Units;


 


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


 


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


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, 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 express terms and conditions set forth in
this Agreement.


 


2. Warrants.


 


2.1 Form
of Warrant. Each Warrant shall initially be issued in registered form only. Warrants may be represented by one or more physical definitive
certificates or by book entry.


 


2.2 Effect
of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent, either
by manual or facsimile signature, 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. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more
book entry certificates deposited with the Depository and registered in the name of a nominee of the Depositary (as defined below). 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 certificate or (ii) institutions that have accounts with The Depository
Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


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


 


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


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical
definitive 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.


 




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2.4 Detachability
of Warrants. The shares of Common Stock and Public Warrants comprising the Units shall begin separate trading on the fifty-second
(52nd) day following the date of the Prospectus or, if such fifty-second (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 Morgan Stanley & Co. LLC but in no event shall the shares of Common Stock 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 a second or amended current report on Form 8-K to provide
updated financial information to reflect the exercise of the Underwriters’ Over-allotment option, if the Over-allotment option
is exercised following the initial filing of such current report on Form 8-K and (B) the Company issues a press release announcing when
such separate trading shall begin.


 


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


  


2.6 Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held
by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised on a cashless
basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (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
(except as set forth in Section 6, below); provided, however, that in the case of (ii), the Private Placement
Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of
the Private Placement Warrants may be transferred by the holders thereof:


 


(a)
 to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor, or any of its affiliates;


 


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


 


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


 


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


 


(e)
 transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater
than the price at which the securities were originally purchased;


 


(f)
  transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination;


 


(g)
 transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor;


 




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(h)
 in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of the initial Business Combination;


 


provided,
however, that in the case of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement(s) with the Company agreeing to be bound by the transfer and other restrictions in this Agreement
and any other agreements between the transferor and the Company relating to those Private Placement Warrants.


 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of 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 shall mean the price per share described in the prior sentence at which 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 (unless otherwise required by the Commission, any national
securities exchange on which the Warrants are listed or applicable law), provided, that the Company shall provide at least three (3)
Business Days’ prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
reduction shall be identical among all of the Warrants.


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later
of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition,
share purchase, reorganization or similar transaction, involving the Company and one or more businesses (a “Business Combination”),
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York
City time on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (x) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended from
time to time, if the Company fails to consummate a Business Combination, and (y) other than with respect to the Private Placement Warrants,
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 subsection
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, except as set forth in Section 6 below)
in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant
in the event of a redemption, except as set forth in Section 6 below) not exercised on or before the Expiration Date
shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m.
New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants, and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering
it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together with (i) an election to purchase form,
duly executed, electing to exercise such Warrant; and (ii) payment in full of the Warrant Price for each full 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, the exchange of
the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 




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(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;


 


(b)
[reserved]


 


(c)
 with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted
Transferee, 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 excess of the “Fair Market Value”,
as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the volume-weighted average price of the Common Stock for the ten
(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;


 


(d)
  on a cashless basis, as provided in Section 6.5 hereof with respect to a Make-Whole Exercise; or


 


(e)
 on a cashless basis, as provided in Section 7.4 hereof.


 


The
Warrant Agent shall forward funds received for warrant exercises in a given month by the 5th business day of the following month by wire
transfer to an account designated by the Company.


 


3.3.2 Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such
Warrant shall not have been exercised. Notwithstanding the foregoing and subject to the Company’s satisfying its obligations under Section
7.4, the Company shall not be obligated to deliver any shares of Common Stock 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 covering the issuance of the Common
Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, or a valid exemption from registration
is available. No Warrant shall be exercisable 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 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. 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 shares of Common Stock
underlying such Unit. Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise
its Public Warrants only for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle the
exercise of any Warrant. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant
to  Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round
down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 




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


 


3.3.4 Date
of Issuance. Each person in whose name any book entry position or certificate, as applicable, for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant,
or book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date
when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such 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 affect 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 or any other person subject to aggregation with such person for purposes of
the “beneficial ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be
deemed to be a part) to the Warrant Agent’s actual knowledge, would beneficially own (within the meaning of Section 13 of the Exchange
Act) (or to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations
thereunder would result in a higher ownership percentage, such higher percentage would be) in excess of 4.9% or 9.8% (or such other amount
as a holder may specify) (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, its affiliates or any such other person or group 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 Exchange Act. For purposes
of the Warrant, in determining the number of issued and outstanding Common Stock, the holder may rely on the number of issued and outstanding
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 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 Common Stock issued and 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.


 


4.1.1 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 the outstanding shares of Common Stock. A rights offering
to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market
Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the
number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for Common Stock) multiplied by (ii) one minus the quotient of (x) the
price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the
price payable for shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume-weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of Common Stock 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 all or substantially all of 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 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the
holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of the shares of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with
the initial Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company
does not complete the Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation
or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,
or (e) in connection with the redemption of shares of Common Stock included in the Units sold in the Offering 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 share of Common Stock in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the
shares of Common Stock during the three hundred sixty five (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).


 


4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 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 Adjustments
in Warrant Price.


 


4.3.1
 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, 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.


 






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4.3.2
If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or
effective issue price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined
in good faith by the Board and in the case of any such issuance to the Company’s initial stockholders or their affiliates, without
taking into account any founder shares or warrants held by such holder or affiliates, as applicable) (the “New Issuance Price”),
(ii) 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 initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume
weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the
day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New
Issuance Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.5 shall
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per
share redemption trigger price described in Section 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the
Market Value and the Newly Issued Price.


 


4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares
of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company
into another type of entity (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 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 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 holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance” ); provided, however, that (i)
if the holders of the shares of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of the shares of Common Stock in such consolidation or merger that affirmatively make such election,
and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the shares of Common Stock
(other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the
Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase of
shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of
any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and
together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)
and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would
actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased pursuant to such
tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent
as possible to the adjustments provided for in this Section 4; provided, further, that if less than
70% of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable in the form of common
stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the
difference, if positive, of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) minus (B) the Black-Scholes Warrant Value (as defined below) (which amount determined under this clause (ii) shall not be less
than zero). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of
the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price
of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety
(90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the
announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period
equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders
of the shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other
cases, the amount of cash per share of Common Stock, if any, paid to holders plus the volume-weighted average price of the Common Stock
as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If
any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then
such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 






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4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock 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; provided, however,
that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant shall be required until cumulative adjustments
amount to 1% or more of the number of shares of Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding
the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together
with such carried forward adjustments) would result in a change of at least 1% in the number of shares of Common Stock issuable upon
exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 in
connection with which an adjustment is made to the Warrant Price or the number of shares of Common Stock issuable upon exercise of a
Warrant, 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
shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock 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 the preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however,
that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8(ii) as a result of any issuance of securities
in connection with a Business Combination or solely as a result of an adjustment to the conversion ratio of the Company’s Class
B common stock, $0.0001 par value per share, into Common Stock. 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, 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 in the event
that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


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


 


6. Redemption.


 


6.1 Redemption
of Warrants for Cash. 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 sale price of the Common Stock reported has equaled or exceeded
$18.00 per share (subject to adjustment in compliance with Section 4 hereof) on any twenty (20) trading days within the thirty
(30) trading-day period commencing no earlier than the date the warrants become exercisable and ending on the third (3rd)
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 shares of Common Stock 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).


 






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6.2 Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section
6.1 or Section 6.5, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption
Date (such 30-day period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or, at the holder’s election, on a “cashless basis”
in accordance with Section 6.5 hereof) at any time after notice of redemption pursuant to Section 6.1 or 6.5 hereof, as
applicable, shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after
the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 


6.4 Exclusion
of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply
to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor
or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees
under subsection 2.6), the Company may redeem the Private Placement Warrants, provided that the criteria for redemption are
met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption
pursuant to Section 6.1 or 6.5. Private Placement Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement.


 


6.5. Redemption
of Warrants for $0.10. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time
during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.2 above, at a Redemption Price of $0.10 per Warrant, provided that (i) the last sale price of the Common
Stock reported has equaled or exceeded $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on any
twenty (20) trading days within the thirty (30) trading-day period commencing no earlier than the date the warrants become exercisable
and ending on the third (3rd) trading day prior to the date on which notice of the redemption is given; and (ii) if, and only
if, the last sale price of the Common Stock reported has equaled or exceeded $18.00 per share (subject to adjustment in compliance with Section
4 hereof) on any twenty (20) trading days within the thirty (30) trading-day period commencing no earlier than the date the warrants
become exercisable and ending on the third (3rd) trading day prior to the date on which notice of the redemption is given,
the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During
the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.5, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number
of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table
as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section
6.5) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.5, the “Redemption
Fair Market Value” shall mean the volume-weighted average price of the Common Stock for the ten (10) trading days immediately
following the date on which notice of redemption pursuant to this Section 6.5 is sent to the Registered Holders. In
connection with any redemption pursuant to this Section 6.5, the Company shall provide the Registered Holders with the Redemption
Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 






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



 


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


 


The
share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable
upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the
share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the Warrant
after the adjustment and the denominator of which is the exercise price of the Warrant immediately prior to the adjustment. The number
of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.3.2 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share
prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no
event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject
to adjustment).


 


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, and countersigned by the Warrant Agent. 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. Warrant Agent may,
at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 






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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 shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


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


 


7.4.1 Registration
of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days
after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall
use its best efforts to cause the same to become effective by the sixtieth (60th) Business Day following the closing of the
initial Business Combination 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 sixtieth (60th) Business Day following the closing of the initial Business Combination, holders
of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing
of the initial Business Combination and ending upon such registration statement being declared effective by the Commission, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock
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 statute) or another exemption) for that number of shares of Common Stock
equal to the lesser of (A) 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” (as defined below) by (y)
the Fair Market Value and (B) 0.361 per Warrant. Solely for purposes of this subsection 7.4.1, “Fair Market
Value” shall mean the volume-weighted average price of the Common Stock for the ten (10) trading days ending on the third trading
day prior to the date that notice of exercise is sent to the Warrant Agent from the holder of such Warrants or its securities broker
or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined
by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is
not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely
tradable under United States federal securities laws by anyone who is not (and has not been during the preceding three months) an affiliate
(as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be
required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until
all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this subsection 7.4.1.


 


7.4.2 Cashless
Exercise at Company’s Option. If the shares of Common Stock 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, 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 subsection 7.4.1 and, 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 shares of Common Stock issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, but agrees to use its best efforts to register
or qualify for sale the shares of Common Stock 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 shares of Common Stock upon the exercise of the Warrants, but the Company and the Warrant
Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 






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8.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of ninety (90) 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 authorized under applicable laws to exercise the powers of
a transfer agent 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 Company’s 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 entity into which the Warrant Agent may be merged or with which it may be consolidated or
any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.


 


8.3 Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4 Liability
of Warrant Agent.


 


8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary
or other principal officer 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, or its representatives’, gross negligence, willful misconduct, bad
faith or material breach of this Agreement. 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, or its representatives’, gross negligence, willful misconduct,
bad faith or material breach of this Agreement.


 






    14


     


    

 


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 shares of Common
Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock 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 shares of Common Stock
through the exercise of the Warrants.


 


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


 


9. Miscellaneous
Provisions.


 


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


 


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


 


Thunder
Bridge Capital Partners IV, Inc.


9912
Georgetown Pike

Suite D203

Great Falls, Virginia 22066


Attention:
Gary Simanson


 


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


 


Ellenoff
Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention: Stuart Neuhauser, Esq.


 


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


  


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 






    15


     


    

 


in
each case, with copy to:


 


Ropes
& Gray LLP

1211 6th Ave

New York, New York 10036


Attention:
Paul Tropp, Esq. 


 


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


 


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


 


9.4 Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep
confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for
any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 


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


 


9.6 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
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.


 


9.7 Counterparts;
Electronic Signatures. 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.
A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.


 


9.8 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.


 






    16


     


    

 


9.9 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 modification or amendment
to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of at
least a majority of the number of the then outstanding Public Warrants and, with respect to any amendment that solely affects the terms
of the Private Placement Warrants or any provision of this Agreement solely with respect to the placement warrants, at least a majority
of the number of then-outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the
consent of the Registered Holders.


 




 


9.10
 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.


 


Exhibit
A   Form of Warrant Certificate


 


Exhibit
B Legend — Private Placement Warrants


 




    17


     


    

 


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


  


	 	THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
	 	 
	 	By:	/s/
Gary Simanson
	 	 	Name: Gary Simanson
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY
	 	 
	 	By:	/s/
Douglas Reed
	 	 	Name: Douglas Reed
	 	 	Title: Vice President


  


[SIGNATURE
PAGE TO WARRANT AGREEMENT]


 




    


     


    

 


EXHIBIT
A


 


Form
of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT
DESCRIBED BELOW


 


Thunder
Bridge Capital Partners IV, Inc.

Incorporated Under the Laws of the State of Delaware


 


CUSIP
88605L 115


 


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 shares of Class A common stock, $0.0001 par value per share (“Common Stock”),
of Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”). Each whole Warrant entitles the
holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
of fully paid and non-assessable shares of Common Stock 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 share of Common Stock. No fractional shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share
of Common Stock, the Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be
issued to the holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 




    


     


    

 


[Form
of Warrant]


 


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


 


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


 


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


 


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.


 


	THUNDER BRIDGE CAPITAL PARTNERS IV, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Form
of Warrant]


 




    


     


    

 


[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
shares of Common Stock 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 corporation, as warrant agent (or successor warrant agent) (collectively, 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 designated 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 shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the shares of Common Stock 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 shares of Common Stock issuable upon exercise of
the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder
thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to
the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the designated 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 third-party charges 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 stockholder 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 shares of Common Stock
and herewith tenders payment for such shares of Common Stock to the order of Thunder Bridge Capital Partners IV, Inc. (the “Company”)
in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of _________, whose address is _______________________ and that such shares of Common Stock be delivered
to _________ whose address is _______________________. If said number of shares of Common Stock is less than all of the shares of Common
Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares
of Common Stock be registered in the name of ____________, whose address is ________________, and that such Warrant Certificate be delivered
to __________, whose address is ___________________.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement
and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section
6.3 of the Warrant Agreement.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.5 of the Warrant Agreement
and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.5 of
the Warrant Agreement, as applicable.


 


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


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant
Agreement, the number of shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of ________________, whose address is ___________, and that such Warrant
Certificate be delivered to ____________, whose address is ______________.


 


	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 SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER
THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).


 




    


     


    

 


EXHIBIT
B


 


LEGEND


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG THUNDER BRIDGE CAPITAL PARTNERS IV, INC. (THE “COMPANY”), TBCP
IV LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE
DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN 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 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.