Exhibit 4.4


 


WARRANT AGREEMENT


 


between


FTAC ZEUS ACQUISITION CORP.


and


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated           , 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of             , 2021, is by and between FTAC Zeus Acquisition Corp., a Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the
“Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company has entered into (i) that
certain Unit Subscription Agreement, dated              , 2021, with FTAC Zeus Sponsor, LLC, a Delaware limited liability company (together with FTAC
Zeus Advisors, LLC, the “Sponsor”), and (ii) that certain Purchase Agreement dated              , 2021, with certain funds
and accounts managed by subsidiaries of Millennium Management LLC (“Millennium”), pursuant to which the Sponsor
and Millennium will purchase an aggregate of 1,400,000 Units (as defined below) for an aggregate purchase price of $14,000,000 (“Placement
Units”), each Unit consisting of one share of Common Stock (as defined below) (“Placement Shares”)
and one-fourth of one warrant to purchase one Placement Share (the “Placement Warrants”) of the Company, and,
in connection therewith, has determined to issue and deliver up to 350,000 Placement Warrants bearing the legend set forth in Exhibit
B hereto, to be sold simultaneously with the closing of the Offering (as defined below).  Each Placement Warrant entitles the
holder thereof to purchase one Placement Share at a price of $11.50 per share, subject to adjustment as described herein; and


 


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, members of the Company’s management team or any of their respective affiliates may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into Units at a price of $10.00 per
Unit, each Unit consisting of one share of Common Stock and one-fourth of one warrant to purchase one share of Common Stock (the “Loan
Warrants”); and


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one
share of Common Stock and one-fourth of one Public Warrant (as defined below) (the “Public Units”, and together
with the Placement Units, the “Units”) and, in connection therewith, has determined to issue and deliver up
to 11,000,000 redeemable warrants (including up to 1,650,000 redeemable warrants subject to the Over-allotment Option) to public investors
in the Offering (the “Public Warrants” and, together with the Placement Warrants and the Loan Warrants, the
“Warrants”).  Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock
of the Company, par value $0.0001 per share (the “Common Stock”), 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; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-253995 (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
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 Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account,
a “Participant”).


 


If the Depositary subsequently ceases to make its
book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement.  In 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 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, the President, Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company.  In the event the person whose facsimile signature has been placed upon any Warrant shall
have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the
same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered
Holder.  Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






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2.4
Detachability of Warrants.  The Common Stock 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 Citigroup
Global Markets Inc., acting as representative of the several underwriters, but in no event shall the Common Stock and the Public Warrants
comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds 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 Form 8-K, and (B) the Company issues
a press release announcing when such separate trading shall begin.


 


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


 


2.6
Placement Warrants; Loan Warrants.


 


2.6.1 The Placement
Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, Millennium
or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants:  (i) may be exercised
for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Common Stock
issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days
after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to
Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference
Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided,
however, that in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Common Stock held by the Sponsor,
Millennium or any of their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be
transferred by the holders thereof:


 


(a) 
to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor or any employees of such affiliates;


 


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


 


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


 


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


 


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


 


(f) 
by virtue of the laws of Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor;


 


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


 






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(h) 
in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination;


 


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


 


(j) in the case of Millennium, to each such investor’s
affiliates, or any investment fund or other entity controlled or managed by such investor, or to any investment manager or investment
advisor of such investor or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity
controlled or managed by such persons;


 


provided, however, that in each case (except for clauses
(g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the Warrant Agent
shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


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 Common Stock stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.  The
term “Warrant Price” as used in this Agreement shall mean the price per share (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
Common Stock may be purchased at the time a Warrant is exercised.  The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided that
the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and,
provided further that any such reduction shall be 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 governing
documents, if the Company fails to complete a Business Combination, and (z) other than with respect to the Placement Warrants and
the Loan Warrants then held by the Sponsor, Millennium or their Permitted Transferees with respect to a redemption pursuant to Section 6.1
hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
Section 6.2 hereof, 5:00 p.m., New York City time 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 or a valid exemption therefrom being available.  Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Placement Warrant or a Loan Warrant then held by the Sponsor, Millennium or their Permitted Transferees
in connection with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set
forth in Section 6 hereof), each Warrant (other than a Placement Warrant or Loan Warrant then held by the Sponsor, Millennium
or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals
or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date.  The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice
of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in
duration among all the Warrants.  


 






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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 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 Class A 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 Common Stock
and the issuance of such 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) 
[Reserved];


 


(c) 
with respect to any Placement Warrant or Loan Warrant, so long as such Placement Warrant or Loan Warrant is held by the Sponsor, Millennium
or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to (i) if in connection with
a redemption of Placement Warrants or Loan Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2
hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”
(as defined in this subsection 3.3.1(c)) less 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 Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice
of exercise of the Warrant is sent to the Warrant Agent;


 


(d) 
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


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


 


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


 






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


 


3.3.4 Date
of Issuance.  Each person in whose name any book-entry position or certificate, as applicable, for 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
Common Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date
of such surrender and payment is a date when the 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 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of the Common Stock outstanding immediately
after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude 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
Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most
recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with
the 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 shares of Common Stock outstanding.  For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares
of Common Stock then outstanding.  In any case, the number of issued and outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of
which such number of issued and outstanding shares of Common Stock was reported.  By written notice to the Company, the holder of
a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


 






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4.
Adjustments.


 


4.1
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 Common Stock is increased by a share capitalization, or by a sub-division of 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 Common Stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock.  A rights offering to holders
of Common Stock entitling holders to purchase 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 Common Stock equal to the product of (i) the number of shares of
Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price
per share of 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 Common Stock, in determining
the price payable for 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 Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on
which the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. 
No shares of 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, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Common Stock on account of such 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 Common Stock in connection with a proposed initial Business Combination, (d) to
satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended
and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete
its initial Business Combination within the time period required by the Company’s amended and restated certificate of incorporation,
as amended from time to time, (e) as a result of the repurchase of Common Stock by the Company if a proposed initial Business Combination
is presented to the stockholders of the Company for approval or (f) 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 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 Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) to the extent it does not exceed $0.50
(being 5% of the offering price of the Units in the Offering).


 


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


 


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


 






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4.4
Raising of Capital in Connection with the Initial Business Combination.  If (x) the Company issues additional shares
of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination
at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price
to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or their affiliates, without taking into
account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”),
held by the Sponsor or such 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
the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business
Combination (net of redemptions), and (z) the volume-weighted average trading price of the Common Stock during the twenty (20) trading
day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the
“Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described
in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180%,
respectively, of the higher of the Market Value and the Newly Issued Price.


 


4.5 Replacement of Securities upon
Reorganization, etc.  In case of any reclassification or reorganization of the issued and outstanding Common Stock
(other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such
Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the issued and outstanding Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of
securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other
assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by
the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Company’s governing documents or as a result of the
repurchase of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company
for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) 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) 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) more than 50% of the issued and outstanding Common Stock, the holder of a Warrant shall be
entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would
actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or
exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as
possible to the adjustments provided for in this Section 4; provided further that if less than 70% of the
consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of 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 of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per
Share Consideration (as defined below) (but in no event less than zero) 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 (assuming zero dividends) (“Bloomberg”).  For purposes of calculating such amount,
(i) Section 6 of this Agreement shall be taken into account, (ii) the price of each share of Common Stock
shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the effective date of the applicable event, (iii) 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 (iv) 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 Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other
cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the effective date of the applicable event.  If any reclassification or reorganization also results in a
change in Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4.  The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.  In no event will the
Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






    8


     


    

 


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, 4.4 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 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.


 


4.9 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 registered public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is
necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination.  The
Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10 No Adjustment.  For the
avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Class B Common Stock into shares of Common Stock or the conversion of the Class B Common Stock into shares of
Common Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation, as amended from time
to time.


 






    9


     


    

 


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, however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of
the Placement Warrants and the Loan Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


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


 


6. Redemption.


 


6.1 Redemption of Warrants When the Price
per Share of Common Stock Equals or Exceeds $18.00.  Subject to Section 6.5 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 6.3 below, at a Redemption
Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement
covering the 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 6.3 below).


 






    10


     


    

 


6.2 Redemption of Warrants When the Price
per Share of Common Stock Equals or Exceeds $10.00.  Subject to Section 6.5 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 6.3 below, at a Redemption
Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to
adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), the Placement Warrants and the Loan Warrants are also
concurrently called for redemption on the same terms as the outstanding Public Warrants.  During the 30-day Redemption Period
in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock
determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to
expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2)
(a “Make-Whole Exercise”).  Solely for purposes of this Section 6.2, the
“Redemption Fair Market Value” shall mean the volume weighted average price of the Common Stock for the ten
(10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent
to the Registered Holders.  In connection with any redemption pursuant to this Section 6.2, the Company shall
provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten
(10) trading day period described above ends.


 


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



 


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


 


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price
is adjusted pursuant to Section 4 hereof.  In the event of a Warrant Price adjustment pursuant to Section 4.3,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the Warrant Price immediately prior to such adjustment and the denominator of which is the Warrant Price immediately
after such adjustment.  In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted
pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a
fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. 
In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant
(subject to adjustment).


 






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6.3 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 or 6.2, 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 or 6.2 and (b) “Reference Value” shall mean the
last reported sales price of the 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.


 


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


 


6.5 Exclusion of Placement Warrants and Loan
Warrants.  The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not
apply to the Placement Warrants and Loan Warrants if at the time of the redemption such Placement Warrants or Loan Warrants continue
to be held by the Sponsor, Millennium or their Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2
hereof shall not apply to the Placement Warrants or Loan Warrants if at the time of the redemption such Placement Warrants or Loan
Warrants continue to be held by the Sponsor, Millennium or their Permitted Transferees.  However, once such Placement Warrants
or Loan Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the
Company may redeem the Placement Warrants or Loan Warrants pursuant to Section 6.1 or 6.2 hereof, provided
that the criteria for redemption are met, including the opportunity of the holder of such Placement Warrants or Loan Warrants to
exercise the Placement Warrants or Loan Warrants prior to redemption pursuant to Section 6.4 hereof.  Placement
Warrants or Loan Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
Placement Warrants or Loan Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8
hereof.


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


7.4.1 Registration of the 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 best efforts to file with the Commission a registration statement for
the registration, under the Securities Act, of the Common Stock 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 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 Common Stock issuable upon exercise of the Warrants, to exercise such Warrants
on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with
Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair
Market Value and (B) 0.361.  Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall
mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the 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 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 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 Common Stock is 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, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act 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 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 Common Stock issuable upon exercise of the Public Warrant under applicable
blue sky laws of the state of the residence of the holder to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other
Matters.


 


8.1 Payment of Taxes.  The Company
shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of
the issuance or delivery of 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.


 






    13


     


    

 


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


 


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


 


8.3 Fees and Expenses of Warrant
Agent.


 


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


 


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


 


8.4 Liability of Warrant Agent.


 


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


 


8.4.2 Indemnity.  The Warrant
Agent shall be liable hereunder only for its own 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.


 






    14


     


    

 


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


 


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


 


8.6 Waiver.  The Warrant Agent has
no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and Continental Stock Transfer & Trust Company 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.


 






    15


     


    

 


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:


 


FTAC Zeus Acquisition Corp.

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

Attention: 


Email:


 


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


 


Ledgewood, PC


Two Commerce Square


2001 Market Street, Suite 3400


Philadelphia PA 19103


Fax: 215-735-2513


Attention:  Mark Rosenstein, Esq.


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention:  Compliance Department


 


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


 


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


 


9.5 Examination of the Warrant
Agreement.  A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.  The Warrant Agent
may require any such holder to submit 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. Delivery of a signed
counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


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 make any amendments that are necessary in the good faith
determination of the Company’s board of directors (taking into account then existing market precedents) to allow for the
Warrants to be classified as equity in the Company’s financial statements.  All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the
Placement Warrants and/or the Loan Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then
outstanding Public 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, or make any amendment necessary in the good faith
determination of the Company’s board of directors (taking into account then existing market precedents) to allow for the
Warrants to be classified as equity in the Company’s financial statements, in each case, without the consent of the Registered
Holders.


 






    16


     


    

 


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


 


Exhibit B Legend — Placement Warrants and Loan Warrants


 


[SIGNATURE PAGE FOLLOWS]


 




    17


     


    

 


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


 


	 	FTAC ZEUS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	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


 


FTAC ZEUS ACQUISITION CORP. 


 


Incorporated Under the Laws of the State of
Delaware


 


CUSIP 30320F 114


 


Warrant Certificate


 


This Warrant Certificate certifies that
, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each,
a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value (the “Common Stock”),
of FTAC Zeus Acquisition Corp., a Delaware 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 non-assessable shares of 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 Common Stock.  No fractional shares will be issued upon exercise of any Warrant. 
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. 
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Exercise Price per one share of 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.


 




    A-1


     


    

 


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


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	 	FTAC ZEUS ACQUISITION CORP. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    A-2


     


    

 


[Form of Warrant Certificate]


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to
be issued pursuant to a Warrant Agreement dated as of                    ,
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, 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 Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


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


 


Warrant Certificates, when surrendered at the 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.


 



    A-3


     


    

 


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.


 




    A-4


     


    

 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


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

 


In the event that the Warrant has been called for
redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant
pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


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


 


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


 


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


 


[Signature Page Follows]


 




    A-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).


 




    A-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 (1) THE LETTER AGREEMENT BY AND AMONG FTAC ZEUS ACQUISITION CORP. (THE “COMPANY”), THE OFFICERS AND
DIRECTORS OF THE COMPANY AND THE OTHER PARTIES THERETO AND (2) THE PURCHASE AGREEMENT BY AND AMONG THE COMPANY, MILLENNIUM MANAGEMENT
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 COMMON
STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.


 


NO.                                                 WARRANT


 


 


B-1