Exhibit 4.1


 


WARRANT AGREEMENT


 


This warrant agreement
(“Agreement”) is made as of February 10, 2022 by and between HNR Acquisition Corp, a Delaware corporation with offices
at 3730 Kirby Drive, Suite 1200 Houston, TX 77098 (“Company”), and Continental Stock Transfer & Trust Company,
a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant
Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 8,625,000 units (including up to
1,125,000 units subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit
comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), and one redeemable warrant.
Each warrant entitles the holder to purchase three quarters of one share of Common Stock at a price of $11.50 per share, subject to
adjustment as described herein, and, in connection therewith, the Company will issue and deliver up to 8,625,000 warrants (including
up to 1,125,000 warrants subject to the Over- allotment Option) (the “Public Warrants”) to the public investors
in connection with the Public Offering; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-252548
(“Registration Statement”), and a prospectus (the “Prospectus”) for the registration, under the
Securities Act of 1933, as amended (“Act”), of the Public Units, the Public Warrants and shares of Common Stock included
in the Public Units; and


 


WHEREAS, the Company
has received a binding commitment from HNRAC Sponsors LLC (the “Sponsor”) to purchase up to an aggregate of 505,000
private placement units (including up to 45,000 private placement units subject to the Over-allotment Option), with each private placement
unit comprised of one share of Common Stock and one warrant entitling the holder to purchase three quarters of one share of Common Stock
at a price of $11.50 per share, or 505,000 private placement warrants (including up to 45,000 private placement warrants subject to the
Over- allotment Option) (the “Private Warrants”) bearing the legend set forth in Exhibit B hereto, in a private placement
transaction to occur simultaneously with the consummation of the Public Offering; and


 


WHEREAS, the Company
may issue up to 1,000,000 warrants (“Working Capital Warrants”) in satisfaction of certain working capital loans the
Sponsor or the Company’s officers, directors, initial stockholders (as defined in the Prospectus) or their affiliates may, but are
not obligated to, make to the Company; and


 


WHEREAS, following
consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with
the Public Warrants, Private Warrants and Working Capital Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination (defined below); 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, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


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


 


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


 






     


     


    

 


2.
Warrants.




 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. 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.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or
by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has
been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


 2.4. Registration.




 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.








 


2.4.2. 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 then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Public Units will not be separately transferable until the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than 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 with the consent of EF Hutton, division of Benchmark Investments, LLC (the “Representative”),
but in no event will the Representative allow separate trading of the securities comprising the Public Units until (i) the Company has
filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option
in the Public Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment
Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.


 


2.6. Private
Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the same form
as the Public Warrants.


 


2.7. Post
IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants
except as may be agreed upon by the Company.


 






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 3. Terms and Exercise of Warrants




 


3.1. Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), 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 refers to the price per share
at which the 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 five (5) days’ prior written notice of such reduction to registered holders of the Warrants and,
provided further that any such reduction shall be applied consistently to all of the Warrants.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation by the
Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the
Registration Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on
the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided in
Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”). The period of time
from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the
“Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, 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 will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided
further that any such extension shall be applied consistently to all of the Warrants.


 


 3.3. Exercise of Warrants.




 


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


 


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


 


(b) in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants
to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the
difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for
purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock
for the five (5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of
the Warrants pursuant to Section 6 hereof; or


 


(c) in the
event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days after
the closing of a Business Combination and there is not a current prospectus relating thereto, by surrendering such Warrants for that
number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market
Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market
Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market
Value” shall mean the average reported last sale price of the Common Stock for the five (5) trading days ending on the trading
day prior to the date of exercise.


 






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3.3.2. Issuance
of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position,
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, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number
of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required
to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares
of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that
the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be
entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit
containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would
be unlawful.


 


3.3.3. Valid
Issuance. All 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 for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent
are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date
on which the share transfer books or book entry system are open.


 


3.3.5. Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not 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 9.9% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such person 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 shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such
person and its affiliates (including, without limitation, any convertible notes or convertible preferred 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 SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or the Transfer Agent setting forth the number of 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 outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any
other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 


 4. Adjustments.




 


4.1. Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.


 






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


 


4.3. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital stock
into which the Warrants are convertible (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 the fair market value (as determined
by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment
described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other
cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at
such time (whether or not any shareholders waived their right to receive such dividend) and 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) but only with respect
to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments
to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment
in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination.
Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend
of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Common Stock during the
365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately
after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of
all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater
of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such
$0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business
Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with
the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as
a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 


4.4. Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as
provided in Sections 4.1 and 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.


 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the shares of 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
outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event. If any reclassification also results in a change in the shares of Common Stock covered by Section 4.1, 4.2 or
4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 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 will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares
of Common Stock or equity- linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue
price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
to the Sponsor, the initial stockholders or their affiliates (the “Newly Issued Price”), (b) 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 Business
Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below)
is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater
of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest
cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6,
the “Market Value” shall mean the volume weighted average trading price of the shares of Common Stock during the twenty
(20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7. 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, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, 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.


 


4.8. No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares upon 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 up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


4.9. 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. However, 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.


 


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


 


 5. Transfer and Exchange of Warrants.




 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, 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, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor 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.








 






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5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will 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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants
until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders
or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a
holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide
gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s
immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business
Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants
were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination
or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the
Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented
with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal
guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable
agreement the transferor is bound by.


 


5.7. Transfers
prior to Detachment. 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 5.7 shall have no effect on any transfer of Warrants on or after the
Detachment Date.


 


 6. Redemption.







 


6.1. Redemption.
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 the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”),
provided that the last sales price of the shares of Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance
with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30)
trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice
of redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption; provided, however, that
if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of
shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue
sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption,
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 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.


 






    7


     


    

 


6.3. Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their Warrants
on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate
the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such
case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 


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


 


7.4. Registration
of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use
its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable
upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale,
in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside,
the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period
beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared
effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering
the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined
in accordance with Section 3.3.1(d). The Company shall 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 Section 7.4 is not required to be registered under the Act and (ii) the Common Stock issued upon such exercise will be freely
tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the
Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the
Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without
the prior written consent of the Representative.


 


 8. Concerning the Warrant Agent and Other Matters.




 


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


 






    8


     


    

 


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


 


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 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 will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


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


 


8.4.
Liability of Warrant Agent.







 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the Board of Directors
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 fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.


 






    9


     


    

 


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); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section
4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common
Stock will, 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
Warrants.


 


 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:





 


HNR Acquisition Corp

 3730 Kirby Drive


Suite 1200


Houston, TX 77098


Attn: Donald Goree, Chief Executive Officer


 


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 days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company

 1 State Street,
30th Floor


New York, New York 10004

 Attn: Compliance Department


 


with a copy in each case to:


 


K&L
Gates LLP


599 Lexington Avenue

 New York, NY 10022

 Attn: Matthew Ogurick


Email: Matthew.Ogurick@klgates.com


 


and


 


Loeb & Loeb LLP

 345 Park Ave


New York, NY 10154


Attn: Mitchell S. Nussbaum, Esq.


Email: mnussbaum@loeb.com


 


and


 


EF Hutton, division of Benchmark Investments, LLC

 590 Madison
Avenue, 39th Floor


New York, NY 10022

 Attention: Mr. Joseph T. Rallo


Email: jrallo@efhuttongroup.com


 






    10


     


    

 


9.3. Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. 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, including under the Act, 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 expressed and nothing that may be implied from any of the provisions
hereof is intended, or 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 the Representative with respect to Sections 7.4, 9.4, 9.8 hereof) and their
successors and assigns and of the registered holders of the Warrants.


 


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


 


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


 


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


 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (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 curing, correcting or supplementing any defective provision contained herein, or (ii)
adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other
modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the
written consent or vote of the registered holders of at least 50% 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, without the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended or
deleted without the prior written consent of the Representative.


 


9.9. Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the
Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company
and not against the property held in the Trust Account.


 


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


 




    11


     


    

 


IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	HNR ACQUISITION CORP	 
	 	 
	By:	/s/ Donald Goree	 
	Name:	Donald Goree	 
	Title:	CEO	 
	 	 	 
	CONTINENTAL STOCK TRANSFER	 
	& TRUST COMPANY, as Warrant Agent	 
	 	 
	By:	/s/ Margaret B. Lloyd	 
	Name:	Margaret B. Lloyd	 
	Title:	Vice President	 



 


[Signature Page to Warrant Agreement]


 




     


     


    

  


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 




     


     


    

 


	NUMBER	(SEE
    REVERSE SIDE FOR LEGEND)

    THIS
    WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
	WARRANTS


 


HNR
ACQUISITION CORP


CUSIP 40472A 128


WARRANT


 


THIS
CERTIFIES THAT, for value received                                                            
is the registered holder of a warrant or warrants (the “Warrant(s)”) of HNR Acquisition Corp, a Delaware corporation
(the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion
of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (a “Business Combination”), to purchase three quarters of one fully paid and
non-assessable share of common stock, par value $0.0001 per share (“Common Stock”), of the Company for each Warrant
evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the date that
is the later of (i) thirty days after the Company’s completion of an initial Business Combination and (ii) one year from the date
of the final prospectus relating to the Company’s initial public offering such number of shares of Common Stock at the Warrant
Price (as defined below), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental
Stock Transfer & Trust Company (the “Warrant Agent”), but only subject to the conditions set forth herein and
in the Warrant Agreement between the Company and the Warrant Agent. The term “Warrant Price” as used in this Warrant
Certificate refers to the price per Share at which shares of Common Stock may be purchased at the time the Warrant is exercised. The
initial Warrant Price per Share is equal to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events,
the Warrant Price, the Redemption Trigger Price (defined below) and the number of shares of Common Stock purchasable hereunder, set forth
on the face hereof, may, subject to certain conditions, be adjusted.


 


Warrants may be exercised
only for a whole number of shares. No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would
be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest
whole number the number of Shares to be issued to such holder.


 


Upon any exercise
of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof
or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder in person or by 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 and evidencing in the aggregate a like number of Warrants.


 




     


     


    

 


Upon due presentment
for registration of transfer of the Warrant Certificate at the office or agency 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 in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or
other governmental charge.


 


The Company and the
Warrant Agent may deem and treat the registered holder as the absolute owner 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 registered holder,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does
not entitle the registered holder to any of the rights of a stockholder of the Company.


 


The Company reserves
the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the Warrant,
giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price of the Shares
has been at least $18.00 per share (the “Redemption Trigger Price”) on each of 20 trading days within any 30 trading
day period (the “30-day trading period”) commencing after the Warrants become exercisable and ending on the third business
day prior to the date on which notice of such call is given and if, and only if, there is a current registration statement in effect with
respect to the Shares underlying the Warrants commencing five business days prior to the 30-day trading period and continuing each day
thereafter until the date of redemption. The call price of the Warrants is to be


$0.01 per Warrant. Any Warrant either
not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of
the Company and have no further value except for the $0.01 call price.


 


	By	 	 	 
	 	President	 	Secretary



 



     


     


    

 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder
in Order to Exercise Warrants


 


The undersigned
Registered Holder irrevocably elects to exercise                                   Warrants
represented by this Warrant Certificate, and to purchase the Common Stock issuable upon the exercise of such Warrants, and requests
that Certificates for such shares shall be issued in the name of


 


	(PLEASE TYPE OR PRINT NAME ABOVE AND ADDRESS)
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)





 


	and be delivered to	 



 
(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, if such number of Warrants shall
not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated below:


 


	Dated:
    February 10, 2022
	(SIGNATURE)                                     
	(ADDRESS)                                         
	(TAX IDENTIFICATION NUMBER)




     


     


    

 


ASSIGNMENT


 


To Be Executed by the Registered
Holder in Order to Assign Warrants For Value Received,                                                              hereby
sell, assign, and transfer unto


 


 








(PLEASE TYPE OR PRINT NAME AND ADDRESS)

 (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 



(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


                                               of
the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint                                                               Attorney
to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated: February 10, 2022
	(SIGNATURE)                                        


 


the
signature to the assignment of the subscription form must correspond to the name written upon the face of this warrant certificate in
every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company
or a member firm of the nyse american, nasdaq, new york stock exchange, pacific stock exchange, or chicago stock exchange.


 


[See attached]