WARRANT AGREEMENT


 


Agreement made as of _________ __, 2012
between Pacific Monument Acquisition Corporation, a Delaware corporation, with offices at 800 Third Avenue, New York, New
York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices
at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS, the Company has received binding commitments
from its initial stockholders to purchase an aggregate of 2,666,667 warrants (the “Insider Warrants”) and from Morgan
Joseph TriArtisan LLC or its designees (“MJTA”), the representative of the underwriters of its Public Offering (as
defined below) to purchase 266,667 warrants (the “MJTA Warrants”), pursuant to subscription agreements (collectively,
the “Subscription Agreements”); and


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of units, each unit comprised of one share of Common Stock (as defined below) and one
Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up
to 4,600,000 Warrants (which includes the 600,000 warrants to be sold in the over-allotment) to the public investors (“Public
Warrants”) (together with Insider Warrants and MJTA Warrants, the “Warrants”), each
such Warrant evidencing the right of the holder thereof to purchase one share of Common Stock of the Company, par value $.0001
per share (“Common Stock”), for $11.50, subject to adjustment as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-178749 (“Registration Statement”), for the registration,
under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Warrants and the shares of Common
Stock issuable upon exercise of the Warrants; and


 


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


 



    	 



    	 



    

 


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


 


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


 


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


 


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


 


2.           Warrants.


 


2.1.          Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
or Chief Executive Officer and 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.          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.


 



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2.3.         Registration.


 


2.3.1.          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.


 


2.3.2.          Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon 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.


 


2.4.         Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the tenth (10th) business day following
the earlier of: (i) the expiration of the underwriters’ over-allotment option in the Public Offering (“Over-Allotment
Option”), (ii) exercise in full of the Over-Allotment Option or (iii) an announcement by the underwriters of their intention
not to exercise all or any remaining portion of the Over-Allotment Option; provided that in no event, shall the securities comprising
the Units be separately transferable until the Company has filed a Current Report on Form 8-K with the SEC containing an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering, including the proceeds received
by the Company from the exercise of the Over-Allotment Option, if the Over-Allotment Option is exercised on the date hereof, and
has issued a press release and files a Current Report on Form 8-K announcing when such separate trading will begin; provided,
that, if the Over-allotment Option is exercised following the filing of the initial Current Report on Form 8-K, a second or amended
Current Report on Form 8-K shall be filed by the Company to provide updated financial information to reflect the exercise of the
Over-allotment Option.


 



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2.5          Warrant
Attributes.


 


2.5.1           Insider
Warrants. The Insider Warrants will be issued in the same form as the Public Warrants except that if held by the original holders
or their permitted assigns (as prescribed in Section 5.6 hereof), the Insider Warrants (i) will be exercisable either for cash
or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c), (ii) will not be redeemable by the Company and
(iii) together with the Common Stock issuable upon exercise of these warrants, may not, subject to certain
limited exceptions as set forth in Section 5.6 hereof, be transferred, assigned or sold by the holder until 30 days after the completion
of a Business Combination (as defined below).


 


2.5.2           MJTA
Warrants. The MJTA warrants shall have the same terms and be in the same form as the Insider Warrants except that the MJTA
Warrants (so long as held by MJTA or its permitted transferees) will expire five years from the effective date of the Registration
Statement, or earlier upon redemption or liquidation. The provisions of this Section 2.5 may not be modified, amended or deleted
without the prior written consent of MJTA. MJTA will not in any event be permitted to sell any MJTA Warrants prior to the date
180 days immediately following the completion of the Offering.


 


3.           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 Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $11.50 per whole 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 Warrant Agreement refers to the price per share at which 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 20 business days; provided, however,
that the Company shall provide at least 20 business days prior written notice of such reduction to registered holders of the Warrants;
provided, further, however, that any such reduction shall be applied consistently to all of the Warrants.


 



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3.2.         Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of:
(i) 30 days after the completion of a merger, share exchange, asset acquisition, share 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 (ii) 12 months from the consummation of the Public Offering, and terminating on the
earlier of: (a) 5:00 p.m., New York City time on the five year anniversary of the consummation of the initial Business Combination
(or in the case of MJTA Warrants, so long as such warrants are held by MJTA or its permitted transferees, the five year anniversary
of the effective date of the Registration Statement), (b) the liquidation of the Company or (c) the Redemption Date as provided
in Section 6.2 of this Agreement (“Expiration Date”); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. Except with respect to the right to
receive the Redemption Price (as set forth in Section 6 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 the Company will provide not less than 20 days notice to registered holders
of the Warrants of such extension.


 


3.3.         Exercise
of Warrants.


 


3.3.1.          Payment.
Subject to the provisions of the Warrant and this Warrant 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, as follows:


 



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(a)          in
cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 


(b)          in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require 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 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to holders of Warrant pursuant to Section 6 hereof; or


 


(c)          with
respect to any Insider Warrants or MJTA Warrants, so long as such Insider Warrants or MJTA Warrants are held by the initial purchasers
or their affiliates and permitted transferees, by surrendering such Insider Warrants or MJTA 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 higher than
the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported
last sale price of the Common Stock for the 10 trading days ending on the day prior to the date of exercise; or


 



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(d)          in
the event the post-effective amendment or registration statement required by Section 7.4 hereof is not effective and current, then
during the period beginning on the 61st day anniversary after the closing of the Business Combination and ending upon
the effectiveness of such post-effective amendment or registration statement, and during any other period after such date of effectiveness
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, 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 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 10 trading days ending on the day prior to the date of exercise.


 


3.3.2.          Issuance
of Certificates. 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 for the
number of full 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 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. 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 such certificate for Common Stock is issued shall for all purposes be deemed to
have become the holder of record of such shares of Common Stock on the date on which the 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 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 are open.


 



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3.3.5.          Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 9.9% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect
to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon
(x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such
person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the
Commission 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.


 



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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 Common Stock, or by a split up of the 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. A
rights offering to all holders of the Common Stock entitling holders to purchase Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the
quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes
of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable for the Common Stock, in determining
the price payable for the Common Stock, there shall be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the Common Stock trades on the applicable exchange or in the applicable market, regular way, with the right to receive
such rights.


 



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4.2.          Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse share split or reclassification of the Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event,
the number of shares of 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 (or rights to purchase 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 Common Stock on
account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible),
other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion
rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase
of shares of Common Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment
Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) 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 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 on each share of
the Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other
cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such
dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares
of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the
Offering).


 



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4.4           Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted
pursuant to Section 4.1 or 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 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 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(the “Alternative Issuance”); provided, however,
that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders
of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
held by stockholders of the Company as provided for in the Company’s certificate of incorporation or as a result of the repurchase
of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) more than 50% of the outstanding Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in this Section 4; provided further, however, that if more than 30% of the consideration receivable
by the holders of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that
is not listed for trading on a national securities exchange or on the OTC Bulletin Board, or is not to be so listed for trading
immediately following such event, then the Warrant Price shall be reduced by an amount (in dollars) equal to the quotient of (x)
$17.50 (subject to adjustment in accordance with Section 6.1 hereof) minus the Per Share Consideration (as defined
below) (but in no event, less than zero), and (y) (A) if the applicable event is announced on or prior to the third anniversary
of the closing date of the initial Business Combination, 2); (B) if the applicable event is announced after the third anniversary
of the closing date of the initial Business Combination and on or prior to the fourth anniversary of the closing date of the initial
Business Combination, 2.5); or (C) if the applicable event is announced after the fourth anniversary of the closing date of the
initial Business Combination and on or prior to the Expiration Date, 3. “Per Share Consideration” means
(1) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share
of Common Stock, and (2) in all other cases, the volume weighted average price of the Common Stock as reported during the
ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization; also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment
shall be made pursuant to Sections 4.1, 4.2, 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.


 







 



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4.6.          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice of
the occurrence of such event 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.


 


4.7.          No
Fractional Shares. Notwithstanding any provision contained in this Warrant 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 or down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant
holder but in no event less than one share.


 


4.8.          Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 



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4.9           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 such firm determines that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5.           Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures 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.


 


5.2.          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that 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 for a fraction of a warrant.


 



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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.          Insider
Warrants and MJTA Warrants. The Warrant Agent shall not register any transfer of Insider Warrants or the MJTA Warrants until
30 days after the consummation by the Company of a Business Combination, except for transfers (i) to officers, directors and employees
of the Company and MJTA, (ii) if the registered holder is an entity, as a distribution to partners, members, affiliates or shareholders
of the registered holder upon the liquidation and dissolution of the registered holder, (iii) by bona fide gift to a member of
the registered holder’s immediate family or to a trust, the beneficiary of which is the registered holder or a member of
the registered holder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution
upon death of the registered holder, (v) pursuant to a qualified domestic relations order, (vi) by private sales at prices no greater
than the price at which the warrants were originally purchased, in each case on the condition that prior to such registration for
transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal
guardian for such transferee agrees to be bound by the terms of the Subscription Agreement.


 



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6.           Redemption.


 


6.1.          Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at
any time while they are 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 $.01 per Warrant (“Redemption Price”), provided that the last sales price of the
Common Stock has been at least $17.50 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty
(20) trading days within any thirty (30) trading day period ending on the third business day prior to the date on which notice
of redemption is given and provided further that there is a current registration statement in effect with respect to the shares
of Common Stock underlying the Warrants and a current prospectus related to such Common Stock available during the entire 30-Day
Redemption Notice Period (defined below) and up until the date of redemption.


 


6.2.          Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, 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 30 days prior to the Redemption Date (the “30-Day Redemption Notice Period”)
to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered
holder received such notice.


 


6.3.          Exercise
After Notice of Redemption. The 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 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.


 



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6.4           Exclusion
of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding
Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption.
However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the
criteria for redemption is met. Additionally, any of the Insider Warrants and MJTA Warrants shall not be redeemable by the Company
as long as such Insider Warrants and MJTA Warrants continue to be held by initial purchasers and affiliates or their permitted
transferees. However, once such Insider Warrants or MJTA Warrants are no longer held by the initial purchasers or their affiliates
or permitted transferees, such Insider Warrants and MJTA Warrants shall then be redeemable by the Company pursuant to Section 6
hereof. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of MJTA.


 


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


 


7.1.          No
Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.


 


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


 


7.3.          Reservation
of 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.


 



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7.4.          Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than the closing of a Business Combination,
it shall use its best efforts to file with the SEC a post-effective amendment to the Registration Statement, or a new 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, the shares of Common Stock issuable upon exercise of the Warrants. In either case, the Company
will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement
and a current prospectus relating thereto until the expiration of the Warrants in accordance with the provisions of this Agreement.
In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence
of the exercising Warrant holders to the extent an exemption is not available, subject to the proviso above. If any such post-effective
amendment or registration statement has not been declared effective by the 60 day anniversary following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty first (61st)
day anniversary after the closing of the Business Combination and ending upon such post-effective amendment or registration statement
being declared effective by the SEC, and during any other period after such date of effectiveness 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) pursuant to Section
3(a)(9) of the Securities Act or another exemption. 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 reasonably acceptable to underwriters) 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. In addition, the Company agrees to use its best efforts to register the Common Stock issuable upon
exercise of a Warrant under the blue sky laws of the states of residence of the exercising Warrant holder to the extent an exemption
is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without
the prior written consent of MJTA.


 



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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
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.


 



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


 


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


 


8.3.         Fees
and Expenses of Warrant Agent.


 


8.3.1.          Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and 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.


 



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8.4.         Liability
of Warrant Agent.


 


8.4.1.          Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant 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 or Chairman of the Board of the Company
and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Agreement.


 


8.4.2.          Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct 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 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 Common Stock to be issued pursuant to this Agreement or any Warrant or
as to whether any 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 Common Stock
through the exercise of Warrants.


 



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8.6           Waiver.
The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


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 Warrant 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 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:


 


If to the Company:


 


Pacific Monument Acquisition Corporation


800 Third Avenue


New York, New York 10022


Attn: Jonathan M. Mitchell, 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:


 



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Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


Ellenoff Grossman & Schole LLP


150 East 42nd Street


New York, New York 10017


Attn: Douglas S. Ellenoff, Esq.


 


and


 


Morgan Joseph TriArtisan LLC


600 Fifth Avenue, 19th Floor


New York, New York 10020


Attn: Tina Pappas


 


9.3.          Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company 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.


 



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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 and, for the purposes of Sections 2.5, 6.4, 7.4 and 9.8 hereof, MJTA, any right, remedy,
or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
MJTA shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.5, 6.4, 7.4 and 9.8 hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive
benefit of the parties hereto (and MJTA with respect to the Sections 2.5, 6.4, 7.4 and 9.8 hereof) and their successors and assigns
and of the registered holders of the Warrants.


 


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


 


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


 


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


 



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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, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the 65% of the registered
holders of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.
The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written
consent of MJTA.


 


9.9           Severability.
This Warrant 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 Warrant 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 Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 



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


 


	 	PACIFIC MONUMENT ACQUISITION
	 	CORPORATION
	 	 
	 	By:	 
	 	 	Name:	Jonathan M. Mitchell
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 








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