Exhibit 4.1


 


WARRANT AGREEMENT



between



CORSAIR PARTNERING CORPORATION



and



CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”)
, dated as of June 30, 2021, is by and between Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of the Company’s units, each such unit comprised of one class A ordinary
share of the Company, par value $0.0001 per share (“Ordinary Shares”) and one-third of one Public Warrant (as
defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 8,333,333
warrants (or up to 9,583,333 warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the
Offering (the “Public Warrants”).


 


WHEREAS, on June 30, 2021, the Company entered
into that certain Private Placement Warrants Purchase Agreement with Corsair Partnering Sponsor LP, a Cayman Islands exempted limited
partnership (the “Sponsor”), pursuant to which the Sponsor will purchase 5,000,000 private placement warrants
(or up to 5,500,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the
Offering (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Partnering Transaction (as defined below), the Sponsor or an affiliate of the
Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants
at a price of $1.50 per warrant (the “Working Capital Warrants” and, together with the Public Warrants and the
Private Placement Warrants, the “Warrants”);


 


WHEREAS, each whole Warrant entitles the holder
thereof to purchase one Ordinary Share, for $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Private Placement Warrants and the
Working Capital Warrants bear the legend set forth in Exhibit B hereto; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-254003 (the
“Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the
Ordinary Shares included in the Units; and


 


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


 


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


 


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


 




     


     


    

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


 


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


 


2.       Warrants.


 


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


 


2.2       Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant 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, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by institutions that have accounts with the Depository Trust Company (the
“Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In its sole discretion, the Company may instruct the Warrant Agent to deliver to the Depositary
(i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public Warrant and (ii) definitive certificates
in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall be signed
by, or bear the facsimile signature of, the Chairman of the Board Chief Executive Officer, Chief Financial Officer, President, Executive
Vice President, 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
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4       Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York
City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier (the “Detachment Date”) with the consent of Evercore Group L.L.C. and BofA
Securities, Inc., as underwriters, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately
traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by
the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release
and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 




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2.5       No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of Units, each
of which is comprised of one Ordinary Share and one-third of one Public Warrant. If, upon the detachment of Public Warrants from Units
or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole
number the number of Warrants to be issued to such holder.


 


2.6       Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as
applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant
to 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 Partnering Transaction (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section
6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants, Working Capital Warrants and
any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants
or Working Capital 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 affiliate
of the Sponsor to any members of the Sponsor or any of their affiliates;


 


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


 


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


 


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


 


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


 


(f)       in
the event of the Company’s liquidation prior to the completion of the Company’s initial Partnering Transaction;


 


(g)       by
virtue of the laws of the Cayman Islands or the Sponsor’s limited partnership agreement upon dissolution of the Sponsor;


 


(h)       to
the Company for no value for cancellation in connection with the consummation of our initial Partnering Transaction; or


 


(i)       in
the event of the Company’s liquidation, merger, share capital exchange, reorganization or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent
to the completion of the Company’s initial Partnering Transaction; provided, however, that in the case of clauses
(a) through (e), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement
agreeing to be bound by these transfer restrictions.


 


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


 


3.       Terms
and Exercise of Warrants.


 


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


 




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3.2       Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date
that is thirty (30) days after the first date on which the Company completes a merger, share capital exchange, asset acquisition, share
purchase, reorganization or similar partnering transaction, involving the Company and one or more businesses (a “Partnering
Transaction”) and terminating at 5:00 p.m., New York City time on the earliest to occur of: (x) the date that is five (5)
years after the date on which the Company completes its Partnering Transaction, (y) the liquidation of the Company if the Company fails
to complete a Partnering Transaction, or (z) other than with respect to the Private Placement Warrants and Working Capital Warrants then
held by the Sponsor or any officers or directors of the Company, or any of their Permitted Transferees with respect to Section 6.1,
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 or a Working Capital Warrant held by the Sponsor or any officers
or directors of the Company, or their Permitted Transferees, in connection with a redemption pursuant to Section 6.1 hereof) in
the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or a Working
Capital Warrant held by the Sponsor or any officers or directors of the Company, or their Permitted Transferees, in the event of a redemption
pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in
its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide
at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further
that any such extension shall be identical in duration among all the Warrants.


 


3.3       Exercise
of Warrants.


 


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


 


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


 


(b)       in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b),
over the Warrant Price by (y) the Fair Market Value and (B) 0.361 (subject to adjustment pursuant to Section 4 hereof). Solely
for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average closing
price of the Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof ;


 


(c)       with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant
is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value”, as defined in this subsection 3.3.1(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 average closing price of the Ordinary Shares for
the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant
or Working Capital Warrant is sent to the Warrant Agent; or


 




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(d)       as
provided in Section 7.4 hereof.


 


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


 


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


 


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


 


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


 




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4.       Adjustments.


 


4.1       Share
Capitalizations.


 


4.1.1       Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased
by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective
date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed
a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into
or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2       Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in
cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares on account of such Ordinary Shares
(or other 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 Ordinary Shares in connection
with a proposed initial Partnering Transaction, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with
a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of the Company’s
obligation to redeem 100% of Ordinary Shares if the Company does not complete the Partnering Transaction within 24 months from the closing
of the Offering (or 27 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering
Transaction within 24 months from the closing of the Offering) or with respect to any other provisions relating to the rights of holders
of Ordinary Shares, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial
Partnering Transaction and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board,
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of
this 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 during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (being 5% of the offering
price of the Units in the Offering (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant).


 


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


 




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4.3       Adjustments
in Exercise Price.


 


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


 


4.3.2       If
(x) the Company issues additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares for
capital raising purposes in connection with the closing of an initial Partnering Transaction at an issue price or effective issue price
of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the
case of any such issuance to the Sponsor or its affiliates, without taking into account any Class F ordinary shares of the Company, par
value $0.0001 per share (the “Class F Ordinary Shares”) held by the Sponsor or its affiliates, prior to such
issuance, and (ii) without taking into account the transfer of Class B ordinary shares of the Company, par value $0.0001 per share, Class
F Ordinary Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent
reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of an initial Partnering Transaction on the date of the consummation of such initial Partnering Transaction (net of redemptions),
and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates an initial Partnering Transaction (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest
cent) to be equal to 180% of 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 Ordinary Shares (other than
a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another
entity (other than a consolidation or merger in which the Company is the continuing entity and that does not result in any reclassification
or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would
have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to
the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary
Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders
of the Company as provided for in the Company’s memorandum and articles of association or as a result of the repurchase of Ordinary
Shares by the Company if a proposed initial Partnering Transaction is presented to the shareholders of the Company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or
any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this
Section 4, provided, further, that if less than 70% of the consideration receivable by the holders of the Ordinary
Shares in the applicable event is payable in the form of share capital 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) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect
prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share
shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90-day volatility obtained from the HVT
function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4)
the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
“Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively
of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the amount of cash per Ordinary Share, if any, plus
the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares
covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 




    7 


     


    

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


 


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


 


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


 


4.8       No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to
the conversion ratio of the Class F Ordinary Shares of the Company into Ordinary Shares or the conversion of the Class F Ordinary Shares
into Ordinary Shares, in each case, pursuant to the Company’s memorandum and articles of association, as amended from time to time.


 




    8 


     


    

5.       Transfer
and Exchange of Warrants.


 


5.1       Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. 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 and Working Capital Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3        Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance
of a warrant certificate or book-entry position for a fraction of a warrant, 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 (the “Redemption Price”)
of $0.01 per Warrant; provided that the last sales price of the Ordinary Shares reported has been at least $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period
ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


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


 




    9 


     


    

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


 


6.4       Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section 6.1
hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private
Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such
Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees in accordance with Section
2.5), the Company may redeem the Private Placement Warrants or the Working Capital Warrants pursuant to Section 6.1; provided
that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital
Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants or
Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private
Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.


 


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


 


7.1       No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as shareholders in respect of the general meeting or the appointment of directors of the Company or any other matter.


 


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


 


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


 


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


 


7.4.1       Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the
closing of its initial Partnering Transaction, it shall use its commercially reasonable efforts to file with the Commission a post-effective
amendment to the Registration Statement or a new registration statement for the registration, under the Securities Act, of the Ordinary
Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the 60th Business Day following the closing of the Partnering Transaction, holders of the Warrants shall have the right, during the
period beginning on the 61st Business Day after the closing of the Partnering Transaction and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for
that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price
by (y) the Fair Market Value and (B) 0.361 per whole Warrant (subject to adjustment).


 




    10 


     


    

Solely for purposes of this subsection 7.4.1, “Fair Market
Value” shall mean the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending
on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined
by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company
and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance
of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to
comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


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


 


7.5       Voting
Limitation. No Public Warrant holder may vote more than 15% of the outstanding Public Warrants (measured on a beneficial basis and including
such holder’s affiliates) unless the Company provides written consent to the Warrant Agent. In order to vote a Public Warrant, the
beneficial owner thereof must identify itself and must represent that it together with its affiliates is not voting (on a beneficial basis)
more than 15% of the outstanding Public Warrants based on the most recent disclosure by us in a filing with the Commission of the outstanding
amounts of Public Warrants unless the Company allows a holder to vote greater than 15% of the outstanding Public Warrants.


 


8.       Concerning
the Warrant Agent and Other Matters.


 


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


 


8.2       Resignation,
Consolidation, or Merger of Warrant Agent.


 


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


 




    11 


     


    

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


 


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


 


8.3       Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4       Liability
of Warrant Agent.


 


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


 


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


 


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


 


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


 




    12 


     


    

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:


 


Corsair Partnering Corporation

717 Fifth Avenue, 24th Floor 


New York, New York 10022

Attention: Paul Cabral


 


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, New York 10004

Attention: Compliance Department


 


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: Derek J. Dostal, Esq.

Email: derek.dostal@davispolk.com


 


With a copy in each case to:


 


 


 




White & Case LLP





1221 Avenue of the Americas





New York, New York 10020

Attn: Joel Rubinstein & Elliott Smith


 


and


 


Evercore Group L.L.C.

55 East 52nd Street, Ste 35

New York, New York 10055

Attn: Kenneth Masotti


 




    13 


     


    

BofA Securities, Inc. 


One Bryant Park

New York, New York 10036 


Facsimile: (646) 855-3073 


Attn: Syndicate Department 


with a copy to: 


Facsimile: (212) 230-8730 


Attn: ECM Legal


 


9.3       Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction.


 


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


 


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


 


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


 


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


 


9.8       Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity
or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or 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, including, without limitation, to make any amendments
that are necessary in the good faith determination of the Company’s board of directors (taking into account then-existing market
precedents) to allow for the Warrants to be classified as equity in the Company’s financial statements. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written
consent of the Registered Holders of 50% of the then outstanding Warrants who vote on the modification or amendment, after at least 10
days’ notice that an amendment is being sought, and with respect to any amendment to the terms of only the Private Placement Warrants
or Working Capital Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Private
Placement Warrants or Working Capital Warrants, as applicable. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the
Registered Holders.


 


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


 


[Signature Pages Follow]


 




    14 


     


    

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


 


	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	/s/ Paul Cabral
	 	 	Name:	Paul Cabral
	 	 	Title:	Chief Financial Officer



 


 

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent
	 	 
	 	 
	 	By:	/s/ Steven Vacante
	 	 	Name:	Steven Vacante
	 	 	Title:	Vice President


  


 


[Signature Page to Warrant Agreement]


 




    15 


     


    

EXHIBIT A

Form of Warrant Certificate



[FACE] 


 


Number


 


Warrants 


 


 



THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

CORSAIR PARTNERING CORPORATION

Incorporated Under the Laws of the Cayman Islands


 


CUSIP        


 


Warrant Certificate


 


This Warrant Certificate certifies that     
, or registered assigns, is the registered holder of                    
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class
A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Corsair Partnering Corporation, a Cayman Islands
exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth
in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as
set forth below, at the exercise price (the “Exercise 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 Exercise Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.


 


Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 




    A-1 


     


    

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.


 


	 	CORSAIR PARTNERING CORPORATION
	 	By:	 
	 	 	Name:	Paul Cabral
	 	 	Title:	Chief Financial Officer


  


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


  


 




    A-2 


     


    

Form of Warrant
Certificate



[Reverse] 


 


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


 


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


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, or a valid exemption from registration
is available, and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


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


 


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


 


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


 


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


 




    A-3 


     


    

Election to Purchase



(To Be Executed Upon Exercise of Warrant) 


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive      Ordinary Shares and herewith tenders
payment for such Ordinary Shares to the order of Corsair Partnering Corporation (the “Company”) in the amount
of $      in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary
Shares be registered in the name of     , whose address is     and that
such Ordinary Shares be delivered to      whose address is     . If said
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of      , whose address
is       and that such Warrant Certificate be delivered to     , whose
address is     .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


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


 


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


 


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


 


[Signature Page Follows] 




    A-4 


     


    

Date:      , 2021


 


	
	 
	 	(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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 




    A-5 


     


    

EXHIBIT B

LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG
CORSAIR PARTNERING CORPORATION (THE “COMPANY”), CORSAIR PARTNERING SPONSOR LP 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 PARTNERING TRANSACTION (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 ORDINARY SHARES OF THE
COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.”


 


	No. 	Warrants


   


 




    B-1