Exhibit 4.1


 


WARRANT AGREEMENT


 


This agreement
(“Agreement”) is made as of February 10, 2022 between Signal Hill Acquisition Corp., a Delaware corporation (“Company”),
and Continental Stock Transfer & Trust Company, a limited purpose trust company, 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 11,500,000 units (including up to 1,500,000 units
subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised of one share
of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one warrant,
where each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as
described herein, and, in connection therewith, will issue and deliver up to 5,750,000 warrants (including up to 750,000 warrants subject
to the Over-allotment Option) (the “Public Warrants”) to the public investors in connection with the Public Offering;


 


WHEREAS, the
Company has confidentially submitted to the Securities and Exchange Commission (the “SEC”) a Draft Registration Statement
on Form S-1 (“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 the Common Stock
included in the Public Units;


 


WHEREAS, the
Company has received binding commitments from Signal Hill Acquisition Sponsor, LLC (the “Sponsor”) to purchase up to
an aggregate of 6,600,000 warrants (including up to 600,000 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;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional
1,500,000 warrants at a price of $1.00 per warrant (the “Working Capital Warrants”);


 


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;


 


WHEREAS, each whole Warrant entitles the holder thereof
to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are
exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


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


 


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


 


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


 






     


     


    

  


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


 


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


 


 2.           Warrants.




 


2.1.           
Form of Warrant. Each Warrant shall be issued in registered form only, 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 90th
day following the date of the Prospectus or, if such 90th 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 B. Riley Securities, Inc. (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.


 


 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 shares of 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 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 the 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 (3rd) 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, 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.


 


3.3.2.           
Issuance of Shares 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 shares of 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 9.8% (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 stock 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.


 


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 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.


 


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 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 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 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.


 


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, without taking into account any shares of the
Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), issued prior to
the Public Offering and held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (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 Common Stock during the twenty (20)
trading day period starting on the trading day prior to the day on which the Company consummates a 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.


 


4.11.      
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 shares of Class
B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s Amended and Restated Certificate of Incorporation,
as further amended from time to time.


 


 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.


 


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 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 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
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b);
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.


 


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 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.


 






     


     


    

 


 


7.3.           
Reservation of Shares 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 Shares 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 shares
of 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.


 


 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.


 


 8.2.           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, Chief Operating 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.


 


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 shares 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:


 


Signal Hill Acquisition Corp.


2810 N. Church Street, Suite 94644


Wilmington, DE 19802-4447


Attention: Jonathan Bond, 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:


 


Saul Ewing Arnstein & Lehr LLP

 161 North Clark
Street, Suite 4200


Chicago, Illinois 60601

 Attn: Marc J. Adesso, Esq.


Email: marc.adesso@saul.com


 


and


 


McDermott Will & Emery LLP 

One Vanderbilt Avenue


New York, New York 10017-3852

 Attn: Ari Edelman,
Esq.


Email: aedelman@mwe.com


 


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 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.


 


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.


 


Exhibit A – Form of Warrant Certificate





 






     


     


    

 


Exhibit B – Legend


 


[SIGNATURE PAGE FOLLOWS]








 






     


     


    

 


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


 





 


	 	SIGNAL HILL ACQUISITION CORP.
	 	 
	 	By: 	/s/ Jonathan Bond
	 	 	Name:  Jonathan Bond
	 	 	Title: Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER

        & TRUST COMPANY, as Warrant Agent

	 	 
	 	By: 	/s/ Stacy
    Aqui
	 	 	Name: Stacy Aqui
	 	 	Title: Vice President



 


[Signature Page to Warrant Agreement]








 






     


     


    

 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 


 


	NUMBER	(SEE REVERSE SIDE FOR LEGEND)	WARRANTS


 


THIS WARRANT WILL BE VOID IF
NOT EXERCISED PRIOR TO


THE EXPIRATION DATE (DEFINED BELOW)





 


SIGNAL HILL ACQUISITION CORP.


CUSIP [●]


 


WARRANT


 


THIS CERTIFIES
THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Signal Hill 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, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase
one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company
for each whole Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing
30 days after the Company’s completion of an initial Business Combination, such number of Shares of the Company 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 Continental Stock Transfer & Trust Company. In no event will the Company be required
to net cash settle any warrant exercise. The term “Warrant Price” as used in this Warrant Certificate refers to the
price per Share at which Shares 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 (as defined below) and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions,
be adjusted.


 


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”) 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	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 



     


     


    




 


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 Class A 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 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:	 	 	(SIGNATURE)
	 	 	 
	 	 	 
	 	 	(ADDRESS)
	 	 	 
	 	 	 
	 	 	(TAX IDENTIFICATION NUMBER)


 



     


     


    




 


ASSIGNMENT


 


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


 


	For Value Received,	 	hereby sells, assigns and transfers 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 constitutes and appoints               Attorney to transfer this Warrant Certificate on
the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	(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.





 






     


     


    




 


EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED
IN THE LETTER AGREEMENT BY AND AMONG SIGNAL HILL ACQUISITION CORP. (THE “COMPANY”), SIGNAL HILL ACQUISITION SPONSOR, 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 SHARES OF 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.”