Exhibit 4.4


 


WARRANT AGREEMENT


 


CHAVANT CAPITAL ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [_____], 2021, is by and between Chavant Capital Acquisition Corp., a Cayman Islands
exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that
the Company enter into certain private placement warrants purchase agreements with each of Chavant Capital Partners LLC, a Delaware limited
liability company (the “Sponsor”) and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, the representatives
of the underwriters of the Offering (each a “Representative” and together, the “Representatives”),
pursuant to which the Sponsor and the Representatives and/or their designees (collectively, the “Private Purchasers”)
will purchase an aggregate of 3,800,000 warrants (or up to 4,100,000 warrants if the underwriters in the Offering (defined below) exercise
their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”)
at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one
Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
Private Placement Warrants at a price of $1.00 per warrant;


 


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 ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and three-quarters of
one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and
deliver up to 8,625,000 redeemable warrants (including up to 1,125,000 redeemable warrants subject to the Over-allotment Option) 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 Ordinary Share for $11.50 per share, subject to adjustment as described
herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


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


 






     


     


    

 


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


 


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


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, 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 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. 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 Depositary Trust Company (the “Depositary”)
(each such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant
Agent 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
(“Definitive Warrant Certificate”) which shall be in the form annexed hereto as Exhibit A.


 






    2


     


    

 


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


 


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


 


2.5          
Fractional Warrants. The Company shall not issue fractional
Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and three-quarters 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.


 






    3


     


    

 


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 Private Purchasers or any of their Permitted Transferees (as defined below), the Private Placement Warrants:
(i) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) hereof,
(ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned
or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination and
(iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided,
however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares held by the Private
Purchasers or any of their Permitted Transferees 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 affiliate or family member of any of the Company’s officers or directors,
any affiliate of the Private Purchasers or to any members of the Sponsor or any of their affiliates;


 


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


 


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


 


(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 an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;


 


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


 


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


 


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


 


(i)            
in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property;


 


provided, however,
that, in the case of clauses (a) through (f), any transferee (a “Permitted Transferee”) enters into a written
agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in
the letter agreement, dated as of the date hereof, by and among the Company, its initial shareholders, the Sponsor and the Company’s
officers and directors.


 






    4


     


    

 





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 Ordinary Shares
stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share
at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, 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 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 business
combination, involving the Company and one or more businesses (a “Business Combination”), and (B) terminating
at 5:00 p.m., New York City time on the earlier to occur of: (i) the date that is five (5) years after the date on which the Company completes
its initial Business Combination, (ii) the liquidation of the Company, (iii) other than with respect to the Private Placement Warrants
then held by either the Private Purchasers or any officers or directors of the Company, or any of their respective Permitted Transferees
as provided in Section 6.1 hereof, on the Redemption Date (as defined below) as provided in Section 6.3 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. In the event of a redemption
(as set forth in Section 6 hereof), except with respect to the right to receive the Redemption Price (as defined below), each outstanding
Warrant (other than a Private Placement Warrant then held by the Private Purchasers or any officers or directors of the Company, or any
of their respective Permitted Transferees), 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.


 






    5


     


    

 


3.3           
Exercise of Warrants.


 


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


 


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


 


(b)           
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number 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. Solely for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, 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, so long as such Private Placement Warrant is held by a Private Purchaser or any
officers or directors of the Company, or any of their respective Permitted Transferees, 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 “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)), over the Warrant
Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor
Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant
Agent;


 


(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 Ordinary Shares to which he, she or it
is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which
such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a
registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective
and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No
Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the
Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or
qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall
not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a
Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying
such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of
Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any
exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number
of Ordinary Shares to be issued to such holder.


 






    6


     


    

 


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


 


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


 


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


 






    7


     


    

 


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


 


4.1.2        Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other
shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the
Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of
association (as amended from time to time, the “Charter”) to modify the substance or timing of the
Company’s obligation to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “Public
Shares”) if the Company does not complete the initial Business Combination within the period set forth in the Charter
or with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e)
in connection with the redemption of the Public Shares 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 Ordinary Share in respect of such
Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any
cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or
distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the
Offering).


 






    8


     


    

 


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.


 


4.3          
Adjustments in Warrant Price.


 


4.3.1       
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in 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 equity-linked securities for capital raising purposes in connection with the
closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with
such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the
initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Founder Shares held by such
shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of
redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the ten (10) trading day period
starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the
 “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be
equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described
in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the
Newly Issued Price.


 






    9


     


    

 


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 corporation
(and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Ordinary Shares of the
Company in substantially the same proportions immediately before such transaction) and that does not result in any reclassification
or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if
the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and
amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such
election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary
Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by
shareholders of the Company as provided for in the Charter or as a result of the redemption of Ordinary Shares by the Company if a
proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule
13d-5(b)(1) under the Exchange Act (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 ordinary shares in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty
(30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report
on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in
no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as
defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).


 






    10


     


    

 


For purposes of calculating such amount, (1) Section
6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of
the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading
day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond
to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary
Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day
period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant.


 


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


 






    11


     


    

 





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


 


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


 


4.8           
Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which
would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the
intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion.


 


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


 


5.2           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in
whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend
(as in the case of the Private Placement Warrants), 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.


 






    12


     


    

 


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. 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 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 below, at the price of $0.01 per Warrant (the “Redemption
Price”); provided that the reported closing price of the Ordinary Shares 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 commencing
once the Warrants become exercisable and ending on the third Business Day prior to the date on which notice of the redemption is given;
provided further that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the
Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and such cashless
exercise is exempt from registration under the Securities Act.


 


6.2           Date
Fixed for, and Notice of, Redemption; Redemption Price. 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 (such period, the “Redemption Period”) to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice.


 






    13


     


    

 


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 Certain Warrants. The Company agrees that the
redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption
such Private Placement Warrants continue to be held by any Private Purchaser or any officers or directors of the Company, or any of their
respective Permitted Transferees, as applicable. However, once such Private Placement Warrants are transferred (other than to Permitted
Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section
6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement
Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.1 hereof. The Private Placement Warrants
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall
become Public Warrants under this Agreement.


 


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


 


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


 


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


 


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


 






    14


     


    

 





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 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 registering, under the Securities Act, the issuance
of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the
60th Business Day following the closing of the initial Business Combination, holders of the Warrants shall have the right, during the
period beginning on the 61st Business Day after the closing of the initial Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for
that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair
Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average reported closing
price of the Ordinary Shares as reported during the ten (10) trading day period ending on the third 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 Public 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, 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 (i) in the event the Company so elects, the
Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act,
of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if
the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the Ordinary Shares
issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public
Warrant holder to the extent an exemption is not available.


 






    15


     


    

 


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, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its
principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 






    16


     


    

 





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, Chief Operating Officer, General Counsel, President, Executive Vice President, 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.


 






    17


     


    

 





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:


 


Chavant Capital Acquisition Corp.


445 Park Avenue, 9th Floor


New York, NY 10022


Attention: Jiong Ma

email: jma@chavantcapital.com


 


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


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with copies to:


 


Winston & Strawn LLP


200 Park Avenue


New York, NY 10166


Attn: David A. Sakowitz,
Esq.


Email: dsakowitz@winston.com


 


and





 


Graubard Miller


The Chrysler Building

405 Lexington Avenue

New York, New York 10174


Attn: David Alan Miller,
Esq. and Jeffrey M. Gallant, Esq.


Email: DMiller@graubard.com,
JGallant@graubard.com


 






    18


     


    

 


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. The Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


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


 


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


 


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


 


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


 


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


 






    19


     


    

 


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


 


[Signature
Page Follows]


 






    20


     


    

 





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


 





	 	CHAVANT CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:  Jiong Ma
	 	 	Title:    Chief Executive Officer


 


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


 


[Signature Page to Warrant
Agreement]


 






     


     


    

 





EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


 


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


CHAVANT CAPITAL ACQUISITION CORP.


 


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 ordinary shares, $0.0001 par value per share (the “Ordinary Shares”),
of Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as
provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 






     


     


    

 





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


 


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


 






	 	CHAVANT CAPITAL ACQUISITION CORP.
	 	 
	 	By:	         






	 	Name:	 






	 	Title:	 




 


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






	 	Name:	 






	 	Title:	 




 







    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 Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


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


 


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


 


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


 


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


 






    3


     


    

 


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


 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive _____ Ordinary Shares and herewith tenders payment for
such Ordinary Shares to the order of Chavant Capital Acquisition Corp. (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 6.1 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(b) or Section 6.3 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 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.


 






    4


     


    

 





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


 


[Signature Page Follows]


 









    5


     


    

 


	Date: ____________, 20___	 
	 	Signature
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 
	 	 
	                                                                                         	 






 


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


 






    6


     


    

 





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 CHAVANT CAPITAL ACQUISITION CORP. (THE “COMPANY”), CHAVANT CAPITAL PARTNERS 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 ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.”