Exhibit 4.4


 


WARRANT AGREEMENT


 


SACHEM ACQUISITION CORP


 


and


 


[-----------------------]


 


Dated [●], 2021


 


This Warrant Agreement (this “Agreement”),
dated [●], 2021, is by and between Sachem Acquisition Corp., a Maryland company (the “Company”), and [------------------],
as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each such unit comprised of one share of the Company’s Class A common stock, par value $0.001 per share (the “Class
A Common Stock”) and one-half of one redeemable warrant and, in connection therewith, has determined to issue and deliver
up to 2,875,000 redeemable warrants, including up to 375,000 redeemable warrants subject to the Over-allotment Option, (the “Warrants”)
to public investors in the Offering. Only whole Warrants are exercisable. Each whole Warrant entitles the holder thereof to purchase one
share of Class A Common Stock, for $11.50 per share, subject to adjustment as described herein. A holder of the Warrants will not
be able to exercise any fraction of a Warrant; and 


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) registration statement on Form S-1,
File No. 333-XXXXXX, and a prospectus (the “Prospectus”), for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, the Warrants and the shares of Class A Common
Stock included in the Units; and 


 


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


 


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


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), 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 initially 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 certificated 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 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 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 Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical
form evidencing such Warrants (“Definitive Warrant Certificates”) 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, President, Chief Financial Officer, Chief
Operating Officer, General Counsel, 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, 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 shares of Class A Common Stock and 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 EF Hutton, division of Benchmark Investments, LLC formerly known as Kingswood Capital
Markets, division of Benchmark Investments, LLC, as representative of the several underwriters, but in no event shall the shares of
Class A Common Stock and the 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 of the Company reflecting the receipt by the Company
of the gross proceeds of the Offering, including the proceeds then 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 announcing when such separate trading shall begin. 


 


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


 


3.                  Terms
and Exercise of Warrants.


  


3.1              Warrant
Price.  Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of
this Agreement, to purchase from the Company the number of shares of Class A Common Stocks 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 (including in cash
or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described
in the prior sentence at which shares of Class A Common Stock may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
fifteen Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed
or applicable law); provided, however, that the Company shall provide at least five days’ prior written notice of such
reduction to Registered Holders of the Warrants; and provided further that any such reduction shall be identical among
all of the Warrants. 




 






     


     


    

 


3.2              Duration
of Warrants.  A Warrant may be exercised only during the period (the “Exercise Period”) (a) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination;
and (ii) the date that is twelve (12) months from the date of the closing of the Offering; and (b) terminating at the earliest
to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes
its initial Business Combination; (y) the liquidation of the Company in accordance with the Company’s amended and restated
memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination; and (z) 
5:00 p.m., New York City time on 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 or a valid exemption
therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below), each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 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, however, that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in
duration among all the Warrants.  


 


3.3              Exercise
of Warrants.


 


3.3.1        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by 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 Share
of Class A Common Stock 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) the payment in full of the Warrant Price for each Share of Class A Common Stock as to
which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the shares of Class A Common Stock and the issuance of such shares of Class A Common Stock, as follows: 


 


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


 


(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 shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A Common Stocks 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) and Section 6.2, the “Fair Market Value” shall mean the average last
reported sale price of the shares of Class A Common Stock for the ten (10) trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or 




 






     


     


    

 


(d)       as
provided in Section 7.4 hereof. 


 


 3.3.2        Issuance
of Shares of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of shares of Class A Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company,
and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated
to deliver any share of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the 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 shares
of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise have
been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence
of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants
may exercise its Warrants only for a whole number of shares of Class A Common Stock. The Company may require holders of 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 Class A Common Stock, the Company shall round down to the nearest whole number, the number of shares of Class A
Common Stock to be issued to such holder. 


 


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


 


3.3.4        Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Class A Common Stock is
issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record
of such shares of Class A Common Stocks 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 register of members of the Company or book-entry system of the
Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open. 


 






     


     


    

 


3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to
this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant
Agent shall not 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 5% (the “Maximum
Percentage”) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by such person and its
affiliates shall include the number of shares of Class A Common Stock issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude shares of Class A Common Stock that would be issuable upon
(x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and
(y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred 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 shares of Class A Common Stock, the holder may rely on the number of outstanding shares of
Class A Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on
Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or ______________, as transfer agent (in such
capacity, the “Transfer Agent”), setting forth the number of shares of Class A Common Stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two
(2) Business Days, confirm orally and in writing to such holder the number of shares of Class A Common Stock then outstanding.
In any case, the number of issued and outstanding shares of Class A Common Stock shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding shares of Class A Common Stock was reported. By written notice to the Company, the holder of a Warrant may
from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day
after such notice is delivered to the Company. 


 


        4.          Adjustments.


  


4.1              Share
Capitalizations.


 


4.1.1        Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding
shares of Class A Common Stock is increased by a capitalization or share dividend of shares of Class A Common Stock, or by a sub-division
of shares of Class A Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or similar
event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase
in the issued and outstanding shares of Class A Common Stock. A rights offering made to all or substantially all holders of shares of
Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class A Common Stock
equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Class A Common Stock)
multiplied by (ii) one (1) minus the quotient of (x) the price per shares of Class A Common Stock 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 shares of Class A Common Stock, in determining the price payable for shares of Class
A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable
upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price
of the shares of Class A Common Stock during the ten (10) trading day period ending on the trading day prior to the first date on
which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights. No shares of Class A Common Stock 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, pays to all or substantially all of the
holders of the shares of Class A Common Stock a dividend or make a distribution in cash, securities or other assets on account of such
shares of Class A Common Stock (or other shares into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of
the shares of Class A Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of the shares of Class A Common Stock in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association (i) to affect the substance or timing of the Company’s obligation to provide for the
redemption of shares of Class A Common Stock in connection with an initial Business Combination or to redeem 100% of the Company’s
public shares if the Company does not consummate its initial Business Combination within 24 months from the closing of the Offering,
or in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and
any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each share of Class A Common Stock in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend
or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions
paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of shares of Class A Common Stocks 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 issued
and outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of
shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in issued and outstanding shares of Class A Common Stock.


 


4.3              Adjustments
in Exercise Price. Whenever the number of shares of Class A Common Stock 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 shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and
(y) the denominator of which shall be the number of shares of Class A Common Stock so purchasable immediately thereafter.


 


4.4       [Reserved]


 


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


 


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




 






     


     


    

 


4.7              No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
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 shares of Class A Common Stock to be issued to such holder.


 


4.8              Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; 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.


 


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. 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 that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel
such Warrant and issue new Warrants in exchange 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 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. All, but 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 a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals
or exceeds $16.50 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an
effective registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Warrants, and
a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below).


 


6.2              Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants
pursuant to Sections 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. As used in this Agreement, (a) “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 and
(b) “Reference Value” shall mean the last reported sales price of the shares of Class A Common
Stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on
which notice of the redemption is given.


 


6.3              Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3.3.1(b) of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


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


 


7.1              No
Rights as 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 Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Class A Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to
this Agreement.





 






     


     


    

 


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


 


7.4.1        Registration
of the Shares of Class A Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20)
Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with
the Commission a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock
issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become
effective within sixty (60) Business Days following the closing of its initial Business Combination 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 sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the
right, during the period beginning on the sixty-first (61st) Business Day after the closing of the 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 issuance of the shares of Class A Common Stock
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in
accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Class A Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock 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. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall
mean the volume-weighted average price of the shares of Class A Common Stock 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
Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless
basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and
(ii) the shares of Class A Common Stock 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) of the Company
and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the
avoidance of doubt, unless and until all the Warrants have been exercised or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2        Cashless
Exercise at Company’s Option. If the shares of Class A Common Stock are at the time of any exercise of a Warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act 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 shares of Class A Common Stock issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register
or qualify for sale the shares of Class A Common Stock issuable upon exercise of the Warrant under applicable blue sky laws to the extent
an exemption is not available.


 


8.                  Concerning
the Warrant Agent and Other Matters.


  


8.1              Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Class A Common Stock 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 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 or other entity organized and existing under the laws of the State of New York, in good standing and having its
principal office in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more
fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.




 






     


     


    

 


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


 


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


 


8.3              Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4              Liability
of Warrant Agent.


 


8.4.1        Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the General
Counsel, the Secretary or the 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, fraud or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable
outside 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, fraud 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 shares of Class A Common Stock to be issued
pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully
paid and nonassessable.




 






     


     


    

 


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


 


8.4.5        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 ___________________________ 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:


 


Sachem Acquisition Corp.


698 Main Street


Branford, Connecticut 06405


Attention: [●]


 


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


 


Kurzman Eisenberg Corbin & Laver, LLP


One N. Broadway, 12th Floor


White Plains, New York 10601


Attention: Joel J. Goldschmidt, Esq.


 


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


  


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




 






     


     


    

 


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


 


 9.4              Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity 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 United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to
submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 


9.8              Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) 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 defective provision contained herein, (ii) amending the definition of “Ordinary Cash
Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding
or changing any 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 rights of the Registered Holders under this Agreement. 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 then-outstanding Warrants. Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


 


9.9              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.


 






     


     


    

 


Exhibit A — Form of Warrant Certificate


 


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


 


	 	TRADEUP GLOBAL CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:


 






     


     


    




 


EXHIBIT A


 


[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


 


Sachem Acquisition Corp


 


Incorporated Under the Laws of the State of
Maryland


 


CUSIP [●]


 


Warrant Certificate


 


This Warrant Certificate
certifies that [               ], or registered
assigns, is the registered holder of [               ] warrant(s) (the
 “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock,
$0.001 par value (“Class A Common Stock”), of Sachem Acquisition Corp., a Maryland corporation (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 nonassessable shares of Class A Common Stock 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 share of Class A Common Stock. Fractional shares shall not be issued upon exercise of
any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A Common
Stock, the Company shall, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued
to the Warrant holder. The number of shares of Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon
the occurrence of certain events as set forth in the Warrant Agreement. 


 


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


 


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


 


 






     


     


    




 


 


[Form of Warrant Certificate] 


 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [               ]
shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to _________________, a ___________ __________________, 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 issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of share of Class A Common Stock issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole
number of shares of Class A Common Stock 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 stockholder of the Company.


 






     


     


    




 


Election to Purchase 


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive [               ]
share of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of Sachem Acquisition
Corp. (the “Company”) in the amount of $[               ]
in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered
in the name of [               ], whose address is [               ]
and that such shares of Class A Common Stock be delivered to [               ]
whose address is [               ]. If said [               ]
number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the
name of [               ], whose address is [               ]
and that such Warrant Certificate be delivered to [               ],
whose address is [               ].


 


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


 


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


 


(Signature Page Follows)


 









     


     


    

 


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).