Exhibit 4.4


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of __________, 2021, is by and between Jupiter Acquisition Corporation,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer
agent, referred to herein as the “Transfer Agent”).


 


WHEREAS, on __________, 2021, the Company entered
into those certain Private Placement Unit Subscription Agreements with Jupiter Founders LLC, a Delaware limited liability company (the
“Sponsor”), Nomura Securities International, Inc., Ladenburg Thalmann & Co. Inc. and certain other subscribers
(collectively, the “Founders”) pursuant to which the Founders agreed to purchase an aggregate of 580,000 private
placement units (or 625,000 private placement units if the Over-allotment Option (as defined below) is exercised in full) and simultaneously
with the closing of the Offering (and any closing of the Over-allotment Option, if applicable) (the “Private Placement Units”),
at a purchase price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one share of the Company’s Class
A common stock and one-half of one warrant (each, a “Private Warrant”) bearing the legend set forth in Exhibit
B hereto. Each Private Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per
share, subject to adjustment, terms and limitations as described in the Company’s Registration Statement (as defined below) and
Prospectus (as defined below) for the Offering (as defined below);


 


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 Class
A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable
Public Warrant (as defined below) (the “Public Units” and, together with the Private Placement Units, the “Units”)
and, in connection therewith, has determined to issue and deliver up to 7,500,000 warrants (or up to 8,625,000 warrants if the Over-allotment
Option is exercised in full) to public investors in the Offering (the “Public Warrants” and, together with the
Private Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class
A Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public
Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (a
“Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into Private Placement Units at a price of $10.00 per unit at the option of the lender;


 


WHEREAS, the Company has filed with the Securities and Exchange Commission
(the “Commission”) a registration statement on Form S-1, File No. 333-248411 (the “Registration
Statement”), and a 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 shares of Class A Common
Stock included in the Units;


 


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


 


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


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), 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 initially 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 certificate 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 (“Definitive
Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the President, the Chief Executive Officer, the Chief Financial
Officer, the 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 Class A 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 Nomura Securities International, Inc., as representative of the several underwriters (the “Underwriters”),
but in no event shall the Class A 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 Public Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a
press release announcing when such separate trading shall begin.


 






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2.5 
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one share of Class A Common Stock and one-half of one Warrant. If, upon the detachment
of Public Warrants from the 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.


 


2.6 
Private Warrants. The Private Warrants shall be identical to the Public Warrants, except that so long as they are
held by the Founders or any of their respective Permitted Transferees (as defined below) the Private Warrants: (i) may be exercised
for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b) hereof, (ii) including the shares of Class
A Common Stock issuable upon exercise of the Private Warrants, may not be transferred, assigned or sold until thirty (30) days
after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to
Section 6.1 hereof, and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value
(as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided,
however, that in the case of clause (ii), the Private Warrants and any shares of Class A Common Stock held by the Founders or any
of their Permitted Transferees that are issued upon exercise of the Private 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 affiliate of the Sponsor or any employees of such affiliates, or to any member(s) of the Sponsor or any affiliates
of such members;


 


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


 


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


 


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


 


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


 


(f) 
in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination;


 


(g) 
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor;


 


(h) 
as distributions to direct or indirect members of a Founder;


 


(i) 
to the Company for no value for cancellation in connection with the completion of its initial Business Combination;


 


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


 


(k) 
in the case of any Underwriter, to any affiliate of or entity controlled by such Underwriter;


 


provided, however, that,
in each case (except for clauses (f), (i) or (j) or with the prior written consent of the Company) prior to such registration for
transfer, the Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement.


 



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3. 
Terms and Exercise of Warrants.


 


3.1 
Warrant Price. Each Warrant shall 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 Class A 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 (including in cash or by payment
of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which shares of Class A Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price (including
by allowing “cashless exercise”) 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 three (3) 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”)
(A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business
Combination, or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the
earliest to occur of (x) 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and
restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination, or
(z) other than with respect to the Private Warrants to the extent then held by the Founders or their Permitted Transferees with
respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption
Date (as defined below) as provided in Section 6.3 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 or a valid exemption therefrom being available.
Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Warrant
then held by the Founders or their Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof
or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other
than a Private Warrant then held by the Founders or their Permitted Transferees in the event of a redemption pursuant to Section
6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section
4 hereof), Section 6.2 hereof) 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. Notwithstanding anything to
the contrary contained herein, for so long as any Private Warrant is held by any Underwriter or its designees or affiliates, such
Private Warrant may not be exercised after the fifth (5th) anniversary of the effective date of the Registration Statement.


 


3.3 
Exercise of Warrants.


 


3.3.1 
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing
the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated
for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase any share of
Class A Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each share of Class A 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 Class A Common Stock and the issuance of such shares of Class A Common Stock, as follows:


 


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



 



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(b) 
in the event of a redemption pursuant to Section 6.1 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 Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this
subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b),
Section 6.1 and Section 6.4, the “Fair Market Value” shall mean the average closing price of
the Ordinary Shares 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 6.1 hereof;


 


(c) 
with respect to any Private Warrant, so long as such Private Warrant is held by the Founders or a Permitted Transferee,
by surrendering the Warrants for that number of shares of Class A Common Stock equal (i) if in connection with a redemption of
Private Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise
and (ii) in all other scenarios, to the quotient obtained by dividing (x) the product of the number of shares of Class A Common
Stock underlying the Warrants, multiplied by the excess of the “Founder Exercise Fair Market Value”, as defined in
this subsection 3.3.1(c), over the Warrant Price by (y) the Founder Exercise Fair Market Value. Solely for purposes of this
subsection 3.3.1(c), the “Founder Exercise Fair Market Value” shall mean the average last reported sale price
of the Class A 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 Private Warrant is sent to the Warrant Agent;


 


(d) 
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e) 
on a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2 
Issuance of Shares of Class A Common Stock upon 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 Class A 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 Class A 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 Class A 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 Class A 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 or a valid exemption from registration being available.
No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of
a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number
of shares of Class A Common Stock. 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 Class A Common
Stock, the Company shall round down to the nearest whole number, the number of shares of Class A Common Stock to be issued to such
holder.


 






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3.3.3 
Valid Issuance. All shares of Class A 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
Class A Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A 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 Class A Common Stock at the close of
business on the next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5 
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or 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 4.9% or 9.8% (as specified by such holder) (the “Maximum
Percentage”) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by such person
and his, her or its affiliates or any such other person or group shall include the number of shares of Class A 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
Class A Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and his, her or 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 his, her or 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 Class A Common Stock, the
holder may rely on the number of outstanding shares of Class A 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 Class A 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 Class A Common Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and his,
her or its affiliates since the date as of which such number of outstanding shares of Class A 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 Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock,
or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization
or stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders
of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal
to the product of (i) the number of shares of Class A 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 Class A Common Stock) and
(ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y)
the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for Class A Common Stock, in determining the price payable for Class A 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)
“Historical Fair Market Value” means the volume weighted average price of the Class A 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 Class A Common Stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class
A Common Stock shall be issued at less than their par value.


 






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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 all or substantially all of the holders of the Class A
Common Stock on account of such shares of Class A 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 Class A Common Stock in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a stockholder vote
to amend the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the shares
of Class A Common Stock included in the Units sold in the Offering if the Company does not complete its initial Business Combination
within the time period set forth in the Company’s amended and restated certificate of incorporation, as amended from time
to time or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity or (e) as a result of the repurchase of shares of Class A Common Stock by the Company if a proposed initial Business Combination
is presented to the stockholders of the Company for approval, or (f) in connection with the redemption of the shares of Class A
Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (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 Class A 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 Class A 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 Class A 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 Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Class A 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 Class A Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.


 


4.3 
Adjustments in Warrant Price.


 


4.3.1 
Whenever the number of shares of Class A 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 (x) the numerator of which shall be the number of shares
of Class A 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 Class A Common Stock so purchasable immediately thereafter.


 






    7


     


    

 


4.3.2 
If (x) the Company issues additional shares of Class A Common Stock or securities convertible into or exercisable or exchangeable
for shares of Class A Common Stock for capital raising purposes in connection with the closing of its initial Business Combination
at an issue price or effective issue price of less than $9.20 per share of Class A 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 Class B common stock of the Company, par value $0.0001 per share (the “Class
B common stock”), held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of
such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common
Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price
will 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 (as 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.


 


4.4 
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Class A Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects
the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company as another entity (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 Class A
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 Class A 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 Class A 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 Class A 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 Class
A 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 Class A 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 Class A 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 Class A 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 Class A 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) (but in no
event less than zero) 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) 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 Class A Common Stock shall be the volume weighted average price of the Class A 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 Class A Common Stock consists exclusively of cash, the amount of such cash per
share of Class A Common Stock, and (ii) in all other cases, the volume weighted average price of the Class A 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 Class A 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.


 






    8


     


    

 


4.5 
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A 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 Class A
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 Class A 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 Class
A 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 Class A 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 registered public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 






    9


     


    

 


4.9 
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B common stock into shares of Class A Common Stock or the conversion of the
shares of Class B common stock into shares of Class A Common Stock, in each case, pursuant to the Company’s amended and restated
certificate of incorporation, as further amended from time to time.


 


5. 
Transfer and Exchange of Warrants.


 


5.1 
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, 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.
In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


 


5.2 
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a
successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend
(as in the case of the Private 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 
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the
Units.


 


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


 


5.5 
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, 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 When the Price per Share of Class A Common Stock Equals or Exceeds $18.00. 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 during
the Exercise Period, 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 Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below)
equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective
registration statement covering the issuance of the shares of Class A 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.


 






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6.2  Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00. 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 during the
Exercise Period, 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 Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per
share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00
per share (subject to adjustment in compliance with Section 4 hereof), the Private Warrants are also concurrently
called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection
with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their
Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Class A
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 “Redemption Fair Market Value” (as such term is defined in
this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2,
the “Redemption Fair Market Value” shall mean the volume-weighted average price of the shares of
Class A Common Stock for the ten (10) trading days immediately following the date on which notice of
redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant
to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later
than one (1) Business Day after the ten (10) trading day period described above ends.


 


	Redemption Date

(period to expiration of	 	Fair Market Value of Our Class A Common Stock	 






	warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	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	 



 



    11


     


    

 


The exact Redemption
Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value
is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of
Class A Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption
dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares of Class A Common Stock issuable upon
exercise of a Warrant is adjusted pursuant to Section 4 hereof. The adjusted share prices in the column headings shall equal the
share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares of
Class A Common Stock 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 of Class A Common Stock issuable upon exercise of a Warrant. If
the Warrant Price is adjusted pursuant to Section 4.3.2, the adjusted share prices set forth in the column headings of the table
above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and
the denominator of which is $10.00. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed
0.361 shares of Class A Common Stock per Warrant (subject to adjustment).


 


6.3 
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem the Warrants, pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (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.
As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants
are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last
reported sales price of the shares of Class A Common Stock for any 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.


 


6.4 
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 6.2 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. 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.


 


6.5 
Exclusion of Private Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof
shall not apply to the Private Warrants if at the time of the redemption such Private Warrants continue to be held by the Founders
or their Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Warrants
if at the time of the redemption such Private Warrants continue to be held by the Founders or their Permitted Transferees. However,
once such Private Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof),
the Company may redeem the Private Warrants pursuant to Sections 6.1 or 6.2 hereof, provided that the criteria for
redemption are met, including the opportunity of the holder of such Private Warrants to exercise the Private Warrants prior to
redemption pursuant to Section 6.4 hereof. Private Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Warrants and shall become Public Warrants under this Agreement, including for purposes
of Section 9.8 hereof.


 






    12


     


    

 


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 a stockholder 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 Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Class A 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 Class A Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1 
Registration of the Class A 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 commercially reasonable efforts
to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Class A Common
Stock issuable upon exercise of the Warrants. The Company shall use commercially reasonable 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 or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement
has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the sixty-first (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 Class A Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant
to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) or another exemption) for that number of shares of Class A Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of
the “Fair Market Value” (as defined below) over the Warrant Price 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
Class A 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 his, her 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 Class A 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 statute)) 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 doubt, unless and until all of the Warrants have been exercised or have expired,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
subsection 7.4.1.


 


7.4.2 
Cashless Exercise at Company’s Option. If the Class A Common Stock is at the time of any exercise of a Public
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 Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this
Agreement to the contrary and (y) use commercially reasonable efforts to register or qualify for sale the Class A Common Stock
issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of residence of the holder to the extent
an exemption is not available.


 






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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 Class A 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 Class
A 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.


 


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 Class A 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.


 






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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 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 President, the Chief Executive Officer, the Chief Financial
Officer, the Secretary or the 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, fraud
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including
judgments, out-of-pocket costs and reasonable outside 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, fraud 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 Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A 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 Class A 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:


 


Jupiter Acquisition Corporation

11450 SE Dixie Hwy

Hobe Sound, FL 33455

Attn: James N. Hauslein

Email: jim@hauslein.com


 






    15


     


    

 


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, NY 10004

Attn: Compliance Department


 


With a copy in each case to:


 


Greenberg Traurig, P.A.

333 S.E. 2nd Avenue

Miami, FL 33131

Attn: Alan I. Annex, Esq. and Jason T. Simon, Esq.

Email: annexa@gtlaw.com and simonj@gtlaw.com


 


and


 


Paul Hastings LLP

515 South Flower Street, 25th Floor

Los Angeles, CA 90071

Attn: Jonathan Ko, Esq.

Email: jonathanko@paulhastings.com 


 


9.3 
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that
any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum
provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed
in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4 
Persons Having Rights under this Agreement. Nothing in this Agreement 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.


 






    16


     


    

 


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.


 


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


 


9.8       Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity
or correcting any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, (ii) making any amendments
that are necessary in the good faith determination of the Board (taking into account then existing market precedents) to allow for the
Warrants to be classified as equity in the Company’s financial statements, (iii) 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 (iv) providing for the delivery of Alternative Issuance pursuant to Section
4.4. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period,
shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants; provided that, solely
in the case of an amendment to the terms of the Private Warrants or any provision of this Agreement with respect to the Private Warrants
that does not adversely affect any of the terms of the Public Warrants, such amendment shall require only the written consent or vote
of the registered holders of at least 50% of the then outstanding Private 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]


 






    17


     


    

 


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


 


	 	jupiter acquisition corporation
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 



 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 






    A-1


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 






    A-2


     


    

 


EXHIBIT
B


 


LEGEND


 


“THE SECURITIES
REPRESENTED HEREBY 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 jupiter acquisition corporation
(THE “COMPANY”), jupiter founders llc AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY 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 THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED
IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED
HEREBY 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 AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


 


B-1