Exhibit
4.1


 


WARRANT
AGREEMENT


 


between


 


BELONG
ACQUISITION CORP.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


Dated
as of July 22, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of July 22, 2021, is by and between Belong Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS,
on July 22, 2021, the Company entered into that certain Unit Subscription Agreement with Belong Acquisition Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 550,000 Units
(as defined below) simultaneously with the closing of the Offering (as defined below) bearing the legend set forth in Exhibit B
hereto (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, each Private Placement
Unit consisting of one share of Common Stock (as defined below) and one-half of one warrant to purchase one share of Common Stock (the
“Private Placement Warrants”); and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds, of
which up to $1,500,000 of such loans may be convertible into Units at a price of $10.00 per Unit, each Unit consisting of one share of
Common Stock and one-half of one warrant to purchase one share of Common Stock (the “Working Capital Warrants”); and


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Common Stock and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including up to 1,125,000 warrants subject
to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private
Placement Warrants and the Working Capital Warrants, the “Warrants”). Each whole Warrant entitles the holder
thereof to purchase one whole share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-1 (File No. 333-253857) (the “Registration Statement”) and prospectus (the “Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants
and the Common Stock included in the Units; and


 






     


     


    

 




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


 



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


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, 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.


 


2.2
Effect of Countersignature. If a physical certificate is issued, 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.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with the Depository
Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”). If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are
not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which
shall be in the form annexed hereto as Exhibit A.


 






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Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


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


 


2.4
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on
the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Wells Fargo Securities,
LLC, as representative of the several underwriters, but in no event shall the Common Stock and the Public Warrants comprising the Units
be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the
exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release announcing
when such separate trading shall begin.


 


2.5
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part
of Units, each of which is comprised of one share of Common Stock and one-half of one Public Warrant. If, upon the detachment
of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder. 


 






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2.6
Private Placement Warrants; Working Capital Warrants.


 


2.6.1
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so
long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be
exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned
or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall
not be redeemable by the Company for cash pursuant to Section 6.1 hereof; provided, however, that in the case
of (ii), the Private Placement Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees and issued
upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e)
by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor;


 


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


 


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


 


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


 


provided,
however, that, in the case of clauses (a) through (h), these transferees (the “Permitted Transferees”) must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.6.2
The Working Capital Warrants shall have the same terms and be in the same form as the Private Placement Warrants. 


 






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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 Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share
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 twenty (20) Business
Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered
Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more
businesses (a “Business Combination”) and (ii) the date that is twelve (12) months from the date of the closing of
the Offering, and, in either case, terminating at 5:00 p.m., New York City time on the earlier to occur of: (w) the date that is five
(5) years after the date on which the Company completes its initial Business Combination, (x) the liquidation of the Company, (y) other
than with respect to the Private Placement Warrants and the Working Capital Warrants held by the Sponsor, the Redemption Date (as defined
below) as provided in Section 6.3 hereof, or (z) the Alternative Redemption Date (as defined below) as provided in Section 6.2
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement. Except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant or Working Capital Warrant then held by the Sponsor
or its Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a
Private Placement Warrant or Working Capital Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this
Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such
extension shall be identical in duration among all the Warrants. 


 






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3.3
Exercise of Warrants.


 


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


 


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


 


(b)
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the 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”, as defined
in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b)
and Section 6.4, the “Fair Market Value” shall mean the average reported last sale price of the Common
Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of the Warrants, pursuant to Section 6 hereof;


 


(c)
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor or a Permitted Transferee, 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”, as defined in this subsection 3.3.1(c), by
(y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior
to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d)
as provided in Section 7.4 hereof.


 






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3.3.2 Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the
Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of 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 book-entry position or countersigned Warrant, as applicable, for the number of shares of
Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such
Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the
Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its
obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of
Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the
purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of
Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may
require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.If,
by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest
whole number the number of shares of Common Stock to be issued to such holder.


 


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 non-assessable.


 


3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of 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, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system 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 9.8% or such other amount as the holder may specify (the “Maximum Percentage”) of the
shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares
of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in
determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock
as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form
8-K or other public filing with the 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.


 


4.
Adjustments.


 


4.1
Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of
Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common
Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of 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 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common
Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) “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 shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.


 






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4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a
dividend or make a distribution in cash, securities or other assets to the holders of 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 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the
Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common
Stock in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
that would affect the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not
complete the Company’s initial Business Combination within the time period set forth in the Company’s amended and restated
certificate of incorporation, or (e) in connection with the redemption of the Common Stock upon the Company’s failure to complete
the Company’s initial 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/or the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
“Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis,
with the per share amounts of all other cash dividends and cash distributions paid on 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).


 


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


 


4.3
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (a) 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 (b) the
denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, (x) in connection
with the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company
which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by
the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price
or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined
in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares
of common stock of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such
issuance) (the “Newly Issued Price”) and (y) the volume-weighted average trading price of shares of Common Stock during
the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption
trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal
to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 






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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 under subsections 4.1.1 or 4.1.2 or Section 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 holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the 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 holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the
Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon
such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for
which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the
holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or
redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares 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 (or any successor rule)) 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 (or any successor rule)) 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 (or any successor rule)) more than
50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such
Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after
the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4;
provided, further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable
event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced
by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share
Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The
“Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable
event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For
purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share
of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained
from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term
of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists
exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1,
then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.The
provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon
exercise of the Warrant.


 






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4.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock 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 or 4.4, the
Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such event.


 


4.6
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to
this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be
issued to such holder.


 


4.7
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 of Common Stock as is stated
in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


4.8
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public accountants or investment banking or other appraisal firm of
recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


5.
Transfer and Exchange of Warrants.


 


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


 






    11


     


    

 


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


 


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


 


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


 


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


 


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


 


6.
Redemption.


 


6.1
Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of
the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price
of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock reported
has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading
days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is
given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the
Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1. 


 






    12


     


    

 


6.2 Redemption
of Warrants for Common Stock. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may
be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their
expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described
in Section 6.3 below, at a price equal to a number of shares of Common Stock determined by reference to the
table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the Warrants) and the
“Fair Market Value” (as such term is defined in subsection 3.3.1(b) (the “Alternative
Redemption Price”), provided that the last sales price of the Common Stock reported has been at least $10.00 per
share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice
of the redemption is given and provided that there is an effective registration statement covering the shares of Common
Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of warrants on a
“cashless basis” pursuant to subsection 3.3.1.


 


	Redemption
    Date	 	Fair
    Market Value of Class A Common Stock	 
	(period
    to expiration of warrants)	 	$	10.00	 	 	$	11.00	 	 	$	12.00	 	 	$	13.00	 	 	$	14.00	 	 	$	15.00	 	 	$	16.00	 	 	$	17.00	 	 	$	18.00	 
	57
    months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.365	 
	54
    months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.365	 
	51
    months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.365	 
	48
    months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.365	 
	45
    months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.365	 
	42
    months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.364	 
	39
    months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.364	 
	36
    months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.364	 
	33
    months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.364	 
	30
    months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.364	 
	27
    months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.364	 
	24
    months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.364	 
	21
    months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.364	 
	18
    months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.363	 
	15
    months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.363	 
	12
    months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.363	 
	9
    months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.362	 
	6
    months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.362	 
	3
    months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0
    months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


If
the exact Fair Market Value and Redemption Date (as defined below) are between two values in the table above or the Redemption Date is
between two redemption dates in the table above, the number of shares of Common Stock to be issued for each Warrant redeemed will be
determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the
earlier and later redemption dates, as applicable, based on a 365-day year.


 


The
stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant is adjusted pursuant to Section 4.The adjusted stock prices in the column headings
shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of
shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares
deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same
manner and at the same time as the number of shares issuable upon exercise of a Warrant.


 






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6.3
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant
to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). In
the event that the Company elects to redeem all of the Warrants pursuant to Section 6.2, the Company shall fix a date for
redemption (the “Alternative Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any
notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder
received such notice.


 


6.4
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company determines
to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1,
the notice of redemption shall 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” (as such term is defined in subsection 3.3.1(b) hereof)
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 or the Alternative Redemption Price, as applicable.


 


6.5
Effect of Private Placement Warrants and Working Capital Warrants.


 


6.5.1
The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants or
Working Capital Warrants if at the time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be
held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants
are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants
or Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such
Private Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants or Working Capital Warrants prior to
redemption pursuant to Section 6.4.Private Placement Warrants or Working Capital Warrants that are transferred
to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants
and shall become Public Warrants under this Agreement.


 


6.5.2
The Company agrees that the provisions of Section 6.2 shall apply to the Private Placement Warrants and the Working Capital
Warrants pari passu with the Public Warrants. 


 






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


 


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


 


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


 


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


 


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


 


7.4.1
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a
registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The
Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If
any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when
the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9)
of the Securities Act (or any successor statute) or another exemption) 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” (as defined below) by (y) the Fair Market Value. Solely for purposes
of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common
Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received
by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis
in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of
Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be
required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt,
unless and until all of the Warrants have been exercised, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 






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7.4.2
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company
shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the
Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its best
efforts to register or qualify the Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of
residence of the exercising Public Warrant holder to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of
a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at
the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan,
City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






    16


     


    

 


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


 


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


 


8.3
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4
Liability of Warrant Agent.


 


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


 






    17


     


    

 


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). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent
shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the
manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued,
be valid and fully paid and non-assessable.


 


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


 


8.6 Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,
or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and 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. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns. 


 


9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by
the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 






    18


     


    

 


Belong
Acquisition Corp.

c/o Ledgewood, PC

Two Commerce Square

2001 Market Street, Suite 3400

Philadelphia, PA 19103

Attention: Mark Rosenstein


 


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


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department


 


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


 


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


 


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


 


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


 






    19


     


    

 


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


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders and (ii) to make any amendments that are
necessary in the good faith determination of the Company’s board of directors (taking into account then existing market precedents)
to allow for the Warrants to be classified as equity in the Company’s financial statements. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of
only the Private Placement Warrants and/or the Working Capital Warrants, shall require the vote or written consent of the Registered
Holders of 50% of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders.


 


9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A
— Form of Warrant Certificate


Exhibit B
— Legend


 


 


[SIGNATURE
PAGE FOLLOWS]


 






    20


     


    

 


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





 


	 	Belong Acquisition Corp.
	 	 	 
	 	By:	/s/
    Peter Saldarriaga
	 	 	Name:	Peter
    Saldarriaga
	 	 	Title:
    	President,
    Chief Financial Officer and Secretary 


 


 









	 	Continental Stock Transfer & Trust Company, 
	 	as
    Warrant Agent
	 	 	 	 
	 	By:	/s/
    James F. Kiszka
	 	 	Name:	James
    F. Kiszka
	 	 	Title:
    	Vice
    President


 


 


[Warrant
Agreement Signature Page]


 






     


     


    

 


Exhibit A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


BELONG
ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP
08069M110


 


Warrant
Certificate


 


This
Warrant Certificate certifies that, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Stock”), of Belong Acquisition Corp., a Delaware corporation (the “Company”). Each
Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company
(or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate
and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth
herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement.


 


Each
Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock.  No fractional shares will be
issued upon exercise of any Warrant. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in
a share Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to
be issued to the warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The
initial Exercise Price is equal to $11.50 per share of Common Stock. The Exercise Price is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.


 






    A-1


     


    

 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become void.


 


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


 


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


 


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


 


	 	Belong Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 





	 	Continental Stock Transfer & Trust Company,
	 	as
Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 










    A-2


     


    

 


[Form
of Warrant Certificate]

[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement, dated as of [●], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced
by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth
hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through
“cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the
Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new
Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


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


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


 






    A-3


     


    

 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder
of the Company.


 






    A-4


     


    

 


Election
to Purchase

(To Be Executed Upon Exercise of Warrant)


 


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


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and
the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common
Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4
of the Warrant Agreement.


 


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


 


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


 


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


 


 


[Signature
Page follows]


 






    A-5


     


    

 


Date:, 20


 


	 	 
	 	 
	(Signature)	 
	 	 
	 	 
	Address)	 
	 	 
	 	 
	Tax
    Identification Number)	 


 


 


Signature
Guaranteed:







 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 






    A-6


     


    

 








Exhibit B


 


LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL
LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION
SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE
DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO
AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


No. Warrants


 




    B-1