Form of Warrant Agreement



 EXHIBIT 4.3 
 WARRANT AGREEMENT 
 by and between 
 MISTRAL ACQUISITION COMPANY 
 and 
 CONTINENTAL STOCK TRANSFER & TRUST COMPANY 
  
  
 Dated as of
[    ], 2008 
  
  
  







 TABLE OF CONTENTS 
  


					
	 	    	 	  	Page
	ARTICLE I APPOINTMENT OF WARRANT AGENT	  	2
		
	ARTICLE II WARRANTS	  	2
			
	 2.1
	    	Form of Warrant	  	2
			
	 2.2
	    	Effect of Countersignature	  	2
			
	 2.3
	    	Registration	  	2
			
	 2.4
	    	Detachability of Warrants	  	3
			
	 2.5
	    	Private Warrants	  	3
		
	ARTICLE III TERMS AND EXERCISE OF WARRANTS	  	4
			
	 3.1
	    	Warrant Price	  	4
			
	 3.2
	    	Duration of Warrants	  	5
			
	 3.3
	    	Exercise of Warrants	  	5
			
	 3.4
	    	No Cash Settlement	  	8
		
	ARTICLE IV ADJUSTMENTS	  	8
			
	 4.1
	    	Stock Dividends; Split-Ups	  	8
			
	 4.2
	    	Aggregation of Shares	  	8
			
	 4.3
	    	Adjustments in Warrant Price	  	8
			
	 4.4
	    	Replacement of Securities upon Reorganization, etc	  	9
			
	 4.5
	    	Extraordinary Dividends	  	9
			
	 4.6
	    	Notices of Changes in Warrant	  	9
			
	 4.7
	    	No Fractional Shares	  	10
			
	 4.8
	    	Form of Warrant	  	10

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	    	 	  	Page
	 4.9
	    	Notice of Certain Transactions	  	10
		
	ARTICLE V TRANSFER AND EXCHANGE OF WARRANTS	  	11
			
	 5.1
	    	Transfer of Warrants	  	11
			
	 5.2
	    	Registration of Transfer	  	11
			
	 5.3
	    	Procedure for Surrender of Warrants	  	11
			
	 5.4
	    	Fractional Warrants	  	11
			
	 5.5
	    	Service Charges	  	11
			
	 5.6
	    	Warrant Execution and Countersignature	  	11
		
	ARTICLE VI REDEMPTION	  	12
			
	 6.1
	    	Redemption	  	12
			
	 6.2
	    	Date Fixed for, and Notice of, Redemption	  	12
			
	 6.3
	    	Exercise After Notice of Redemption	  	12
			
	 6.4
	    	Outstanding Warrants Only	  	12
		
	ARTICLE VII OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS	  	13
			
	 7.1
	    	No Rights as Stockholder	  	13
			
	 7.2
	    	Lost, Stolen, Mutilated, or Destroyed Warrants	  	13
			
	 7.3
	    	Reservation of Common Stock	  	13
			
	 7.4
	    	Registration of Common Stock	  	13
		
	ARTICLE VIII CONCERNING THE WARRANT AGENT AND OTHER MATTERS	  	13
			
	 8.1
	    	Payment of Taxes	  	13

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	 8.2
	  	Resignation, Consolidation, or Merger of Warrant Agent	  	13
			
	 8.3
	  	Fees and Expenses of Warrant Agent	  	14
			
	 8.4
	  	Liability of Warrant Agent	  	14
			
	 8.5
	  	Acceptance of Agency	  	15
			
	 8.6
	  	Waiver	  	15
		
	ARTICLE IX MISCELLANEOUS PROVISIONS	  	16
			
	 9.1
	  	Successors	  	16
			
	 9.2
	  	Notices	  	16
			
	 9.3
	  	Applicable Law	  	16
			
	 9.4
	  	Persons Having Rights under this Agreement	  	17
			
	 9.5
	  	Examination of the Warrant Agreement	  	17
			
	 9.6
	  	Counterparts	  	17
			
	 9.7
	  	Effect of Headings	  	17
			
	 9.8
	  	Amendments	  	17
			
	 9.9
	  	Severability	  	17
			
	 9.10
	  	Entire Agreement	  	18

  

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 WARRANT AGREEMENT 
 This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2008, by and between Mistral Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). 
 WHEREAS, in connection
with its formation, the Company has issued and sold to Mistral SPAC Holdings, LLC and Ramius SPAC Holdings, LLC, both Delaware limited liability companies (each a “Sponsor” and together, the “Sponsors”), an
aggregate of 8,625,000 units (the “Initial Founders’ Units”) (subject to reduction by 1,125,000 if the underwriters’ over-allotment option is not exercised), each consisting of one share of common stock, par value $0.001
per share, of the Company (“Common Stock”), and one warrant entitling the holder thereof to purchase one share of Common Stock for $7.00, subject to adjustment (such warrants, the “Initial Founders’ Warrants”);

 WHEREAS, the Sponsors have agreed not to sell or transfer the Initial Founders’ Units until one year following the Company’s
Business Combination (other than to Permitted Transferees); 
 WHEREAS, the Company has filed a registration statement (the
“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission in connection with an initial public offering (the
“Initial Public Offering”) of 30,000,000 units (or up to 34,500,000 units if and to the extent that the underwriters exercise their over-allotment option) (the “Public Units”), each consisting of one share of Common
Stock and one warrant entitling the holder thereof to purchase one share of Common Stock for $7.00, subject to adjustment as described herein (such warrants, the “Public Warrants”); 
 WHEREAS, the Sponsors and Steven J. Heyer (“Heyer”) have agreed to purchase from the Company an aggregate of 9,000,000 additional
warrants at a price of $1.00 per warrant in a private placement that will occur immediately prior to the Initial Public Offering, each such Warrant entitling the holder thereof to purchase one share of Common Stock for $7.00, subject to adjustment
as described herein (such warrants, the “Sponsor Warrants,” and together with the Initial Founders’ Warrants, the “Private Warrants”); 
 WHEREAS, the Public Warrants and the Private Warrants are sometimes collectively referred to herein as the “Warrants;” 
 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, exercise and cancellation 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 that 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: 
 ARTICLE I 
 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. 
 ARTICLE
II 
 WARRANTS 
 2.1
Form of Warrant. Each Public Warrant shall be issued in registered form only in substantially the form of Exhibit A hereto and each Private Warrant shall be issued in registered form only in substantially the form of Exhibit B
hereto, the provisions of which exhibits are incorporated herein. Each Warrant shall be signed by, or bear the facsimile signature of, any one of the Chairman of the Board of Directors, the Vice Chairman, Chief Executive Officer, President, Chief
Financial Officer, Treasurer, Chief Legal Officer, Secretary or Assistant Secretary of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry
certificates (each a “Book-Entry Warrant Certificate”). 
 2.2 Effect of Countersignature. 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. 
 2.3 Registration. 
 (a) Warrant Register. The Warrant Agent shall maintain books (the
“Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register such 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. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates
deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the
transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository (such institution, with
respect to a Public Warrant in its account, a “Participant”). 
  

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 If the Depository subsequently ceases to make its book-entry settlement system available for the Public
Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in,
book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the
Depository definitive certificates representing the Warrants (“Definitive Warrant Certificates”). 
 (b) Beneficial
Owner; Registered Holder. The term “beneficial owner” shall mean, on or after the Detachment Date (as defined below), any person in whose name ownership of a beneficial interest in the Public Warrants evidenced by a Book-Entry
Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Public Unit of which such Public Warrant or part thereof was originally part of, as registered
upon the register relating to such Public Units. 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 shall be registered upon the Warrant
Register (“Registered Holder”) as the absolute owner of such Warrant (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. 
 2.4 Detachability of Warrants. 
 (a) Public Units. The securities comprising the Public Units will not be separately
transferable until earlier to occur of (i) 90 days after the date of the prospectus contained in the Registration Statement at the time it became effective under the Securities Act or (ii) such earlier date as may be approved by Merrill
Lynch, Pierce, Fenner & Smith Incorporated following the expiration or exercise in full of the underwriters’ over-allotment option (the “Detachment Date”) (or as soon as practicable thereafter), subject in either case
to the Company having filed a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Initial Public Offering including the
proceeds received by the Company from the exercise of the underwriters’ over-allotment option, and having issued a press release announcing when the separate trading of such securities will begin. For purposes of this Agreement,
“Business Day” shall mean any day on which the Depository is open for trading. 
 (b) Sponsor Units. The securities
comprising the Sponsor Units will be separately transferable at any time, subject to the transfer restrictions on the Initial Founders’ Warrants described below in Section 2.5. 
 2.5 Private Warrants. The Private Warrants shall have the same terms and be in the same form as the Public Warrants, except that: 
 (i) the Initial Founders’ Warrants may not be exercised unless and until the last sales price of the Common Stock exceeds $14.25 per
share, as such price 

  

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may be adjusted pursuant to Section 4.3 (the “Floor Price”), for any 20 trading days within a 30 trading day period beginning 90
days after the consummation by the Company of a Business Combination (as defined below); 
 (ii) the Private Warrants will be
non-redeemable as long as they are held by a Sponsor or its Permitted Transferees, other than as part of a redemption of Sponsor Units if and to the extent the underwriters’ over-allotment option is not exercised in full, as described in the
Registration Statement; 
 (iii) the Private Warrants may be exercised at the option of the holder on a cash or cashless
basis; 
 (iv) the Initial Founders’ Warrants may not be (and the Common Stock issuable upon exercise of such Warrants
may not be) transferred, assigned or sold, directly or indirectly, other than to a Permitted Transferee, until one year after the consummation by the Company of a Business Combination (except upon a consummation of a subsequent liquidation, merger,
stock exchange or other similar transaction whereupon the holder of the Initial Founders’ Warrants may exchange their securities for cash, securities or other property); and 
 (v) the Sponsor Warrants may not be (and the Common Stock issuable upon exercise of such Warrants may not be) transferred, assigned or
sold, directly or indirectly, other than to a Permitted Transferee, until after the consummation by the Company of a Business Combination. 
 “Business Combination” means the Company’s initial business combination, through a merger, capital stock exchange, asset acquisition, or other similar business combination, with one or more businesses or assets meeting
the conditions described in the Registration Statement and the Company’s Amended and Restated Certificate of Incorporation at the time of the consummation of the Initial Public Offering. 
 “Permitted Transferees” means (i) any of the Company’s officers, directors and employees and other persons or entities associated with the
Sponsors; provided, that, any such transferees agree in writing to become subject to the same transfer restrictions as the transferor. 
 ARTICLE III 
 TERMS AND EXERCISE OF WARRANTS 
 3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, 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 $7.00 per whole share, subject to the adjustments provided in Article IV hereof. The term
“Warrant Price” as used in this Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to
the Expiration Date (as defined below) for a period of not less than 20 Business Days; provided, however, that any such reduction shall be identical in percentage terms among all of the Warrants. 
  

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 3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of the consummation by the Company of a Business Combination and the first anniversary of the date of the final prospectus that forms a part of the Registration Statement, and terminating at 5:00 p.m., New
York time on the earlier to occur of (i) the fourth anniversary of the date of the final prospectus that forms a part of the Registration Statement and (ii) the date fixed for redemption of the Warrants as provided in Article VI of
this Agreement (“Expiration Date”); provided, however, that, (i) the Public Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect thereof unless, at the
time a holder seeks to exercise such Public Warrants, a prospectus relating to the Common Stock issuable upon exercise of the Public Warrants is current and the issuance of such Common Stock has been registered or qualified or deemed to be exempt
under the securities laws of the state of residence of the holder of such Warrants and (ii) in addition to the exercise conditions set forth in this Section 3.2, the Initial Founders’ Warrants may not be exercised unless and
until the last sales price of the Common Stock exceeds the Floor Price for any 20 trading days within a 30 trading day period beginning 90 days after the consummation by the Company of a Business Combination. Except with respect to the right to
receive the Redemption Price (as set forth in Article VI hereunder), 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 the close of business 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 any extension of the duration of the Warrants
must apply equally to all of the Warrants. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to any stock exchange on which the Warrants are listed in accordance with the requirements of
such exchange. 
 3.3 Exercise of Warrants. 
 (a) 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 delivering, not later than 5:00
p.m., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its successor as Warrant Agent (i) the Definitive Warrant
Certificate evidencing the Warrants to be exercised, or in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at
the Depositary designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase in the form attached hereto as part of Exhibit A or Exhibit B, as applicable, the shares
of Common Stock underlying the Warrants to be exercised, properly completed and executed, or in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures and
(iii) the Warrant Price for each full share of Common Stock as to which the Warrants are exercised and any and all applicable taxes due in connection with the exercise of the Warrants, the exchange of the Warrants for the Common Stock, and the
issuance of the Common Stock in full, in lawful money of the United States, by cash, by bank wire transfer in immediately available funds or by certified check or bank draft payable to the Company; provided, however, that the holders
of the Private Warrants may pay the Warrant Price by surrendering the Private 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 

  

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underlying the Warrant, multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. The “Fair
Market Value” means the average last sales price of the Common Stock in the principal trading market for the Common Stock as reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (or successor exchange), as
the case may be, for the 10 consecutive trading days ending on the third trading day preceding the date the Private Warrants are exercised. 
 (i) If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate, (B) the Election to Purchase or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00
p.m., New York time, on a specified day or if such day is not a Business Day, the Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be the Business Day next succeeding such day. If the Warrants are
received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or the Participant, as the case may be, as soon as
practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion
and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants.

 (ii) The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company
maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each Business Day on which funds for the exercise of the Warrants are received and of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such telephonic advice to the Company in writing. 
 (iii) The Warrant Agent shall, by 11:00 a.m. New York
time on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock (the “Shares”) issuable upon such exercise in accordance
with the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of Definitive Warrant
Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its
nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar
shall reasonably require. 
 (iv) The Company shall, by 5:00 p.m., New York time, on the third Business Day next succeeding
the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as the case may be, is entitled, in fully
registered form, registered in such name or names as may be directed by such 

  

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Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 p.m., New York time, on the fifth
Business Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered Holder or the Participant, as the case may be. 
 (v) In lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program,
the Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker
with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. 

(vi) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms
generally applicable to the Shares. Starting with the Exercise Date, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former holder’s right to receive payments
of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. 
 (vii) Subject to Section 4.7, Warrants may be exercised only in whole numbers of Shares. If fewer than all of the Warrants
evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Article II hereof, and
delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are
exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. 

(b) Issuance of Certificates. Notwithstanding the foregoing, and subject to Section 7.4 of this Agreement, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant unless (i) a registration statement under the Securities Act with respect to the issuance of Common Stock upon exercise of the Warrant is effective or (ii) in the
opinion of counsel to the Company, the issuance of the Common Stock upon the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under
applicable securities laws of the states or other jurisdictions in which the Registered Holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. As a
result of the provisions of this Section 3.3(b), any or all of the Warrants may expire unexercised. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the shares of Common
Stock underlying the Warrants has not been registered by the Company pursuant to an effective registration statement 

  

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or if a current prospectus is not available for delivery by the Warrant Agent; provided, that the Company has fulfilled its obligation to use its
reasonable efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent. 
 (c)
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. 
 (d) Date of Issuance. Each person in whose name any such 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 Exercise Date in accordance with Section 3.3(a), irrespective of the date of delivery of such certificate to the holder, except that, if delivery of the items set forth in
Section 3.3(a) occurs after 5:00 p.m., New York time, on any Business Day during the Exercise Period, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding Business Day.

 3.4 No Cash Settlement. Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will the
Company be required to net cash settle the exercise of the Warrants. 
 ARTICLE IV 
 ADJUSTMENTS 
 4.1 Stock Dividends;
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.7, 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, and subject to the provisions of
Section 4.7, 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 Adjustments in Warrant 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, each of the Warrant Price and the Floor Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price and Floor Price, as the case may be, 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; provided, that, with respect to any adjustment occurring prior to the consummation of the Initial Public Offering, the Company may determine (with the consent of the
Sponsors) not to adjust the Warrant Price and the Floor Price. 
  

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 4.4 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 or 4.2 hereof or that solely affects the par value of such 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 Registered 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, by a Registered Holder of the number of shares of Common Stock of the Company obtainable upon exercise of the Warrants immediately prior to such event; and if any reclassification also results in a change in shares of Common
Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. 
 4.5 Extraordinary Dividends. If
the Company, at any time during the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (i) as described in Sections 4.1, 4.2 or 4.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon
consummation by the Company of a Business Combination or (iv) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price and the Floor Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible) in
respect of such Extraordinary Dividend. 
 4.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price, Floor Price
or the number of shares issuable on exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price or Floor Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company 

  

 9 








 
shall give written notice to each Registered 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. 
 4.7 No Fractional 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
Article IV or by reason of any cashless exercise pursuant to Sections 3.3(a) or 6.1, the Registered Holder 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 the number of the shares of Common Stock to be issued to the Registered Holder. 
 4.8 Form of Warrant. The forms of Warrants need not be changed because of any adjustment pursuant to this Article IV, 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. 
 4.9 Notice of Certain Transactions. In the event that the Company shall propose to (a) offer the holders of its Common Stock rights to
subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to
subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such proposed action or offer. Such notice shall
be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the
date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if
any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price or Floor Price after giving effect to any adjustment pursuant to this Article IV that would be required as
a result of such action. Such notice shall be given as promptly as practicable after the Company’s Board of Directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above at
least 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action at least 20 days prior to the date of the taking of such proposed action or the date
of participation therein by the holders of Common Stock, whichever shall be the earlier. 
  

 10 








 ARTICLE V 
 TRANSFER AND EXCHANGE OF WARRANTS 
 5.1 Transfer of Warrants. Prior to the Detachment Date,
the Public Warrants may be transferred or exchanged only as part of the Public Units in which such Warrants are included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Public Unit. For the avoidance of
doubt, each transfer of a Public Unit on the register relating to such Public Units shall operate also to transfer the Warrants included in such Public Unit. 
 5.2 Registration of Transfer. Subject to Section 5.3 below, the Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of
such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and
the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 
 5.3 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any
Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, 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. Upon any such registration of transfer, the Company shall execute, and the Warrant
Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 
 5.4 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the
issuance of a Warrant certificate for a fraction of a Warrant. 
 5.5 Service Charges. No service charge shall be made for any
exchange or registration of transfer of Warrants. 
 5.6 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 Article V, and the Company, whenever required by the Warrant Agent, shall supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 
  

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 ARTICLE VI 
 REDEMPTION 
 6.1 Redemption. Subject to Section 6.4 hereof, not less than all of
the outstanding Warrants (other than any Private Warrants that are held by a Sponsor or any Permitted Transferees) may be redeemed, at the option of the Company, at any time after they become exercisable and prior to their expiration, at the office
of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal
to or greater than the Floor Price on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is given; and provided, further that with respect to the Public
Warrants only, such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an effective registration statement from the date of notice of redemption through the date fixed for redemption and a current prospectus
relating to them is available. If the foregoing conditions are satisfied, and such Warrants are called for redemption, each Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for redemption. 
 6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the outstanding Warrants (other than any
Private Warrants that are held by a Sponsor or any Permitted Transferees) pursuant to Section 6.1 (the “Redeemable Warrants”), the Company shall fix a date for the redemption. Notice of redemption shall be mailed by
first class mail, postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Redeemable Warrants at their last addresses as they shall appear in the Warrant Register. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Registered Holder received such notice. 
 6.3 Exercise After Notice of Redemption. The Redeemable Warrants may be exercised at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior
to the time and date fixed for redemption. On and after the redemption date, the Registered Holder of the Redeemable Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Redeemable Warrants. 

6.4 Outstanding Warrants Only. The Company understands that the redemption rights provided for by this Article VI apply only to
outstanding Redeemable Warrants. To the extent a person holds rights to purchase Redeemable Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the
Redeemable Warrants issued upon such exercise, provided that the criteria for redemption are met, including the opportunity of the Redeemable Warrant holders to exercise prior to redemption pursuant to Section 6.3. 
  

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 ARTICLE VII 
 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 for 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. If the Company consummates an Initial Public Offering, the Company agrees that prior to the commencement of the
Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall take such action as
may be necessary to qualify for sale, in those states in which the Public Warrants were initially offered by the Company, the issuance of the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company shall use its
reasonable efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Public Warrants in accordance with the
provisions of this Agreement. 
 ARTICLE VIII 
 CONCERNING THE WARRANT AGENT AND OTHER MATTERS 
 8.1 Payment of Taxes. The Company shall from
time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or of such shares of the Common Stock. 
 8.2 Resignation, Consolidation, or Merger of
Warrant Agent. 
 (a) 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 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 

  

 13 








 
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 30
days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or any Registered Holder (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. 
 (b) Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment. 
 (c)
Merger or Consolidation of Warrant Agent. Any corporation or other entity 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. 
 (a) Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent
hereunder and shall reimburse the Warrant Agent upon written demand for all reasonable expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder. 
 (b) 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. 
 (a)
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 

  

 14 








 
or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chairman of the Board of Directors, Vice Chairman, Chief Executive Officer, President, Chief Financial Officer,
Treasurer, Chief Legal Officer, Secretary or Assistant Secretary 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. 
 (b) Indemnity. 
 (i) The Warrant Agent shall be liable hereunder only for its own 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 negligence, willful misconduct or bad faith. 
 (ii) In case any action arising out of this Agreement is brought against the Warrant Agent, the Company will be entitled to participate
therein and, to the extent that it may wish, to assume the defense thereof, and after notice from the Company to the Warrant Agent of its election so to assume the defense, the Company will not be liable to the Warrant Agent under this
Section 8.4(b) for any legal or other expenses subsequently incurred by the Warrant Agent in connection with the defense thereof. The Warrant Agent shall not, without the prior written consent of the Company, effect any settlement of any
pending or threatened action hereunder. 
 (c) 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 Article IV 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 moneys received by the Warrant Agent for the purchase of shares of the Company’s Common Stock through the exercise of Warrants. 
 8.6 Waiver. The Warrant Agent hereby waives any and all right or set-off of any and all title, interest or claim of any kind
(“Claim”) in or to any distribution of the Trust Account (as 

  

 15 








 
defined in that certain Investment Management Trust Agreement to be entered into by and between the Company and Continental Stock Transfer and Trust Company
as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the funds in the Trust Account for any reason whatsoever including, without limitation, pursuant to
Section 8.4(b) hereunder, and to pursue any such Claims solely against the Company. 
 ARTICLE IX 
 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 any Registered Holder 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 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: 
 Mistral Acquisition Company 
 650 Fifth Avenue 
 31st Floor 
 New York, New York 10019 
 Attn: Chief Executive
Officer 
 Any notice, statement or demand authorized by this Agreement to be given or made by any Registered Holder 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

 17 Battery Place 
 New York, New
York 10004 
 Attn: [    ] 
 9.3 Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict
of laws principles that would result in the application of the substantive laws of another jurisdiction. The Company and the Warrant Agent hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company and the Warrant Agent hereby waive any objection to such exclusive jurisdiction and any claim 

  

 16 








 
that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Warrant Agent may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim; provided, that, such service shall not preclude any other manner of service permitted by law. 
 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 counterparts (which may be delivered by facsimile or other electronic means) 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 curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments shall require the written consent of the Registered Holders of a majority of the then outstanding Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without such consent. 
 9.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or provision hereof or thereof. 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. 
  

 17 








 9.10 Entire Agreement. This Agreement, in conjunction with that certain Sponsor Warrant Purchase
Agreement dated as of [                ], 2008, by and between Mistral Acquisition Company, and Mistral SPAC Holdings, LLC and Raimius SPAC Holdings, LLC and
Mr. Steven J. Heyer, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject
matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. 
 [Remainder of Page Intentionally Left Blank] 
  

 18 








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

			
	MISTRAL ACQUISITION COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 19 








 EXHIBIT A  
 Form of Public Warrant 
 The shares of Common Stock issuable upon exercise of the Warrants
represented by this Warrant Certificate have not been registered under the Securities Act of 1933, as amended. The Company shall not be obligated to deliver any such shares unless (i) a registration statement under the Securities Act with
respect to the issuance of such shares upon exercise of the Warrants is effective or (ii) in the opinion of counsel to the Company, such registration statement is not required. 
 The securities represented by this Warrant Certificate (including the securities issuable upon the exercise of the Warrant) are subject to the terms
and conditions set forth in the Warrant Agreement dated as of [    ], 2008, by and between the Company and the Warrant Agent (the “Warrant Agreement”). Copies of such agreement may be obtained by the holder
hereof at the Warrant Agent’s principal place of business without charge. 
 SPECIMEN WARRANT CERTIFICATE 
  

					
	NUMBER	  	______________	  	WARRANTS
		  		  	
	______________	  		  	

 THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 p.m. 
 NEW YORK CITY TIME, ON THE EXPIRATION DATE 
 MISTRAL ACQUISITION COMPANY 
 CUSIP
                     
 WARRANT

 THIS CERTIFIES THAT, for value received 
 is the
registered holder of such number of Warrants set forth above (the “Warrants”), each such Warrant expiring on the fourth anniversary of the date of the final prospectus that forms a part of the Registration Statement (unless earlier
redeemed in accordance with the terms hereof) and entitling the holder thereof to purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share (“Common Stock”), of Mistral Acquisition Company, a
Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the consummation by the Company of a Business Combination or (ii) the first
anniversary of the date of the final prospectus that forms a part of the Registration Statement, such number of shares of Common Stock of the Company at the price of $7.00 per share (as such price may be adjusted), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made to the Warrant Agent in 
  

 A-1 








 
lawful money of the United States, by cash, by bank wire transfer in immediately available funds, or by certified check or bank draft payable to the Company,
but only subject to the conditions set forth herein and in the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Floor Price and the number of shares of Common Stock purchasable upon
the exercise of each Warrant may, subject to certain conditions, be adjusted. 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. 
 No fraction of a share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be
entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder. 
 Upon any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be issued to the
Registered Holder hereof or his assignee a new Warrant Certificate covering the number of shares of Common Stock 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 hereof 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. 
 Subject to Section 6.4 of the Warrant Agreement, the Company may
redeem all, but not less than all, of the Public Warrants, at the option of the Company, at any time after such Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal to or greater than the Floor
Price on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is 

  

 A-2 








 
given; and provided, further that such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an effective
registration statement from the date of notice of redemption through the date fixed for redemption and a current prospectus relating to them is available. If the foregoing conditions are satisfied, and the Warrants are called for redemption, each
Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for redemption. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of redemption shall be canceled
on the books of the Company and have no further value except for the $0.01 redemption price. 
 Capitalized terms used herein but not defined
shall have the meaning set forth in the Warrant Agreement. 
  

			
	MISTRAL ACQUISITION COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A-3 








 ELECTION TO PURCHASE 
 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 shares of 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 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:                     	 		  	  

		 		  	(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 American Stock Exchange, New York Stock Exchange, Pacific Stock
Exchange or Chicago Stock Exchange. 







 EXHIBIT B 
 Form of Private Warrant 
 The securities represented by this Warrant Certificate (including
the securities issuable upon exercise of the Warrant) have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration
statement as to the securities under the Securities Act or an opinion of counsel satisfactory to the Company that such registration statement is not required. 
 The securities represented by this Warrant Certificate (including the securities issuable upon the exercise of the Warrant) are subject to the terms and conditions, including certain restrictions on transfer, set
forth in the Warrant Agreement dated as of [ ], 2008, by and between the Company and the Warrant Agent (the “Warrant Agreement”). Copies of such agreement may be obtained by the holder hereof at the Warrant Agent’s principal
place of business without charge. 
 SPECIMEN WARRANT CERTIFICATE 

					
	NUMBER	  	______________	  	WARRANTS
	______________	  		  	

 THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 p.m. 
 NEW YORK CITY TIME, ON THE EXPIRATION DATE 
 MISTRAL ACQUISITION COMPANY 
 CUSIP
                     
 WARRANT

 THIS CERTIFIES THAT, for value received 
 is the
registered holder of such number of Warrants set forth above (the “Warrants”), each such Warrant expiring on the fourth anniversary of the date of the final prospectus that forms a part of the Registration Statement (unless earlier
redeemed in accordance with the terms hereof) and entitling the holder thereof to purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share (“Common Stock”), of Mistral Acquisition Company, a
Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the consummation by the Company of a Business Combination or (ii) the first
anniversary of the date of the final prospectus that forms a part of the Registration Statement, such number of shares of Common Stock of the Company at the price of $7.00 per share (as such price may be adjusted), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, 
  

 B-1 








 
Continental Stock Transfer & Trust Company (such payment to be made to the Warrant Agent in lawful money of the United States, by cash, by bank wire
transfer in immediately available funds, or by certified check or bank draft payable to the Company or on a cashless basis as described in Section 3.3(a) of the Warrant Agreement and below), but only subject to the conditions set forth
herein and in the Warrant Agreement; provided, that the Initial Founders’ Warrants may not be exercised unless and until the last sales price of the Common Stock exceeds the Floor Price for any 20 trading days within a 30 day trading
period beginning 90 days after the consummation by the Company of a Business Combination. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Floor Price and the number of shares of Common Stock
purchasable upon the exercise of each Warrant, may, subject to certain conditions, be adjusted. 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. 
 No fraction of a share of Common Stock will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number the number of shares to be issued to the Warrant holder. 
 Upon any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be issued to the
Registered Holder hereof or his assignee a new Warrant Certificate covering the number of shares of Common Stock 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 hereof 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 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 holder to any
of the rights of a stockholder of the Company. 
 Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all,
but not less than all, of the Private Warrants that are not held by a Sponsor or any Permitted Transferees, 

  

 B-2 








 
at the option of the Company, at any time after the Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the
notice referred to in Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal to or
greater than the Floor Price, on each of 20 trading days within any 30 trading day period beginning 90 days after the consummation by the Company of a Business Combination. If the foregoing conditions are satisfied, and the Warrants are called for
redemption, each Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for redemption. Any Warrant subject to redemption that is not either exercised or tendered back to the Company by the end of the date
specified in the notice of redemption shall be canceled on the books of the Company and have no further value except for the $0.01 redemption price. 
 Capitalized terms used herein but not defined shall have the meaning set forth in the Warrant Agreement. 
  

			
	MISTRAL ACQUISITION COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 B-3 








 ELECTION TO PURCHASE 
 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 shares of 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 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:                     	 		  	  

		 		  	(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 American Stock Exchange, New York Stock Exchange, Pacific Stock
Exchange or Chicago Stock Exchange.