Exhibit 4.4


 


THUNDER BRIDGE CAPITAL PARTNERS IV INC.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


WARRANT AGREEMENT


 


Dated as of [●], 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2021 is by and between Thunder Bridge Capital Partners IV Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). 


 


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 (as defined below) and one-fifth of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 5,175,000 warrants (including up to 675,000 warrants subject to
the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants” and, together
with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one
share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per whole share,
subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public Warrants will not be able to exercise
any fraction of a Warrant;


 


WHEREAS, on [●], 2021 the Company entered
into that certain Unit Subscription Agreement, with TBCP IV, LLC, a Delaware limited liability company (“Sponsor”),
pursuant to which Sponsor will purchase an aggregate of up to 625,000 Units (or up to 692,500 Units if the Over-allotment Option (as defined
below) is exercised) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option (as defined below),
if applicable), bearing the legend set forth in Exhibit B hereto (“Private Placement Units”), such Private Placement
Units containing 125,000 warrants (or up to 138,500 warrants if the Over-allotment Option (as defined below) is exercised in full) (such
warrants, the “Private Placement Warrants”);


  


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended Business Combination, the Sponsor or affiliates 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 may
be convertible into up to an additional 150,000 Private Placement Units of the post Business Combination entity at a price of $10.00 per
Private Placement Unit, and in connection therewith, will issue and deliver up to an aggregate of 30,000 Private Placement Warrants;


  


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-254359 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 shares of 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, 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 express 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. Warrants may be represented by one or more physical definitive certificates or by book
entry.


 


2.2 Effect of Countersignature. If
a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent, either by manual or facsimile signature,
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 in book-entry form, 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. All of the Public Warrants shall initially be represented by one or more book entry certificates
deposited with the Depository and registered in the name of a nominee of the Depositary (as defined below). Ownership of beneficial interests
in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the
Depositary or its nominee for each book-entry certificate or (ii) 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.


 


The physical definitive certificates, if issued,
shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the
President or 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 definitive 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.


 




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2.4 Detachability of Warrants. The
shares of Common Stock and Public Warrants comprising the Units shall begin separate trading on the fifty-second (52nd) day
following the date of the Prospectus or, if such fifty-second (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 Morgan Stanley
& Co. LLC but in no event shall the shares of 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 a second or amended current report on Form 8-K to provide updated financial information
to reflect the exercise of the Underwriters’ Over-allotment option, if the Over-allotment option is exercised following the initial
filing of such current report on Form 8-K and (B) the Company issues a press release announcing when such separate trading shall begin.


 


2.5 Fractional Warrants. The Company
shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Common Stock and one-fifth
of one Public 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 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 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 (except as set forth in Section
6, below); provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common
Stock held by the Sponsor or any Permitted Transferees, as applicable, 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 members of the Sponsor, or any of its affiliates;


 


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


 


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


 


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


 


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


 


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


 


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


 









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


 


provided, however, that in the case
of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement(s)
with the Company agreeing to be bound by the transfer and other restrictions in this Agreement and any other agreements between the transferor
and the Company relating to those Private Placement Warrants.


 


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 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 described in the prior sentence 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 (unless otherwise required by the Commission, any national securities exchange
on which the Warrants are listed or applicable law), provided, that the Company shall provide at least three (3) Business 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 merger, share exchange, asset acquisition, share purchase, reorganization
or similar transaction, 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 (B) 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 in accordance with the Company’s certificate of incorporation, as amended from time to time, if the Company
fails to consummate a Business Combination, and (y) other than with respect to the Private Placement Warrants, the 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) (other than with respect to a Private Placement Warrant, except as set forth in Section 6 below)
in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant
in the event of a redemption, except as set forth in Section 6 below) not exercised on or before the Expiration Date
shall become null and 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.


 


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 surrendering it at the office of the
Warrant Agent or at the office of its successor as Warrant Agent, together with (i) an election to purchase form, duly executed, electing
to exercise such Warrant; and (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares
of Common Stock and the issuance of such shares of Common Stock, as follows:











 


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


 






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(b) [reserved]


 


(c)  with respect to any Private Placement
Warrant, so long as such Private Placement 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 excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c),
over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market
Value” shall mean the volume-weighted average 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;


 


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


 


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


 


The Warrant Agent shall forward funds received
for warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the
Company.


 


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 and subject to the Company’s satisfying its obligations under Section 7.4, 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 covering the issuance of the Common Stock underlying the
Public Warrants is then effective and a prospectus relating thereto is current, or a valid exemption from registration is available. 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 shares of Common Stock issuable upon such Warrant exercise have 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. 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. Subject
to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a
whole number of shares of Common Stock. In no event will the Company be required to net cash settle the exercise of any Warrant. 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.


 




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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 at
the close of business on the next succeeding date on which the share transfer books or book entry system are open.


 


3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not affect 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 or any other person subject to aggregation with such person for purposes of the “beneficial
ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be a part)
to the Warrant Agent’s actual knowledge, would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the
extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder would
result in a higher ownership percentage, such higher percentage would be) in excess of 4.9% or 9.8% (or such other amount as a 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,
its affiliates or any such other person or group 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 Exchange Act. For purposes of the Warrant,
in determining the number of issued and outstanding Common Stock, the holder may rely on the number of issued and outstanding 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 Common Stock issued and outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since
the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a
Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st)
day after such notice is delivered to the Company.


 




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4. Adjustments.


 


4.1 Stock Dividends.


 


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 shares of
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 Common Stock) multiplied by (ii) one 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 shares of Common Stock, in determining the price payable
for shares of 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.


 


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 shares of 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 shares
of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the
shares of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination
or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business
Combination within the period set forth in the Company’s amended and restated certificate of incorporation or with respect to any
other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, or (e) in connection with
the redemption of shares of 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 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 shares of Common
Stock during the three hundred sixty five (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 Warrant Price.


 


4.3.1  Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the
number of shares of Common Stock so purchasable immediately thereafter.



 






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4.3.2 If (i) the Company issues additional shares
of Common Stock or securities convertible into or exercisable or exchangeable for shares of 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 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 Company’s initial stockholders or their affiliates, without taking into account any founder shares or warrants held
by such holder or affiliates, as applicable) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business
Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common
Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the 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 greater of the Market Value and the New Issuance Price, the $18.00 per share redemption
trigger price described in Section 6.1 and Section 6.5 shall be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described
in Section 6.5 shall be adjusted (to the nearest cent) to be equal to 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 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 Common Stock), or in the case of any
merger or consolidation of the Company with or into another entity or conversion of the Company into another type of 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 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 shares of 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 shares of 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 shares of 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 shares of 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 shares of 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, if positive, 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) (which amount determined under this clause (ii) shall
not be less than zero). 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 ninety (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
shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the
amount of cash per share of Common Stock, if any, paid to holders plus 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; provided, however,
that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant shall be required until cumulative adjustments
amount to 1% or more of the number of shares of Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the
foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with
such carried forward adjustments) would result in a change of at least 1% in the number of shares of Common Stock issuable upon exercise
of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 in
connection with which an adjustment is made to the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant,
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, 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(ii) as a result of any issuance of securities
in connection with a Business Combination or solely as a result of an adjustment to the conversion ratio of the Company’s Class
B common stock, $0.0001 par value per share, into Common Stock. 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, 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 in the event that a Warrant surrendered for transfer
bears a restrictive legend (as in the case of the Private Placement 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.


 






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6. Redemption.


 


6.1 Redemption of Warrants for Cash.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sale price of the Common Stock reported has equaled or exceeded $18.00 per share (subject to
adjustment in compliance with Section 4 hereof) on any twenty (20) trading days within the thirty (30) trading-day period
commencing no earlier than the date the warrants become exercisable and ending on the third (3rd) 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 6.2 below).


 


6.2 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 or Section 6.5, 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 (such 30-day period, the “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.


 


6.3 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or, at the holder’s election, on a “cashless basis” in accordance with Section
6.5 hereof) at any time after notice of redemption pursuant to Section 6.1 or 6.5 hereof, as applicable, shall have been
given by the Company pursuant to Section 6.2 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.


 


6.4 Exclusion of Private Placement Warrants.
The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants
if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees. However,
once such Private Placement Warrants are transferred (other than to Permitted Transferees under subsection 2.6), the Company
may redeem the Private Placement Warrants, provided that the criteria for redemption are met, including the opportunity of the holder
of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.1
or 6.5. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease
to be Private Placement Warrants and shall become Public Warrants under this Agreement.


 






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6.5. Redemption of Warrants for $0.10. 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 6.2 above,
at a Redemption Price of $0.10 per Warrant, provided that (i) the last sale price of the Common Stock reported has
equaled or exceeded $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on any twenty (20) trading
days within the thirty (30) trading-day period commencing no earlier than the date the warrants become exercisable and ending on the third
(3rd) trading day prior to the date on which notice of the redemption is given; and (ii) if, and only if, the last sale price
of the Common Stock reported has equaled or exceeded $18.00 per share (subject to adjustment in compliance with Section 4
hereof) on any twenty (20) trading days within the thirty (30) trading-day period commencing no earlier than the date the warrants become
exercisable and ending on the third (3rd) trading day prior to the date on which notice of the redemption is given, the Private
Placement 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 6.5, 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 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
6.5) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.5, the “Redemption Fair
Market Value” shall mean the volume-weighted average price of the Common Stock for the ten (10) trading days immediately following
the date on which notice of redemption pursuant to this Section 6.5 is sent to the Registered Holders. In connection
with any redemption pursuant to this Section 6.5, 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	 	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	 
	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	 



 


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 Common Stock to be
issued for each Warrant exercised in a Make-Whole Exercise shall 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 issuable upon exercise
of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares 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 exercise price of the Warrant after the adjustment and
the denominator of which is the exercise price of the Warrant immediately prior to the adjustment. 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. If the Exercise
Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.3.2 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 higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment
pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior
to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of
shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 






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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, and countersigned by
the Warrant Agent. 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. Warrant Agent may, at its option, countersign
replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 


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


 


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


 


7.4.1 Registration of Shares of 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 by the sixtieth (60th) Business Day following the closing of the initial Business Combination
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
sixtieth (60th) Business Day following the closing of the initial 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 initial 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 lesser of (A) 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 and (B) 0.361 per Warrant.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average
price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date that notice of exercise is sent
to 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 (and has not been during the preceding three months) 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 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 shares of Common Stock are 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, 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, in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, but agrees to use its best efforts to register or qualify for sale the shares of 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.


 






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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 Common Stock upon the exercise of the Warrants, but the Company and the Warrant Agent 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 ninety (90) 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 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 authorized under applicable laws to exercise the powers of a transfer agent 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 Company’s transfer agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant
Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity 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.


 






    13


     


    

 


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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer
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, or its representatives’, gross negligence, willful misconduct, bad faith or material
breach of this Agreement. 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, or its representatives’, gross negligence, willful misconduct, bad faith or material breach
of this Agreement.


 


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.


 






    14


     


    

 


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:


 


Thunder Bridge Capital Partners IV Inc.


9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066


Attention: Gary Simanson


 


with a copy to (which shall not constitute notice):


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention: Stuart Neuhauser, Esq.


 


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


Attention: Compliance Department


 


in each case, with copy to:


 


Ropes & Gray LLP

1211 6th Ave

New York, New York 10036


Attention: Paul Tropp, Esq. 


 


9.3 Applicable Law and Exclusive Forum.
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the
State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of
another jurisdiction. 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 Compliance and Confidentiality.
The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information
relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance
of the Warrant Agent’s obligations under this Agreement.


 


9.5 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.


 






    15


     


    

 


9.6 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent 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.


 


9.7 Counterparts; Electronic Signatures.
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. A signature to this
Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.


 


9.8 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.


 


9.9 Amendments. This Agreement may
be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting
or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions
arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest
of the Registered Holders. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of at least a majority of the number
of the then outstanding Public Warrants and, with respect to any amendment that solely affects the terms of the Private Placement Warrants
or any provision of this Agreement solely with respect to the placement warrants, at least a majority of the number of then-outstanding
Private Placement 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.


 


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


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 




    16


     


    




 


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


  


	 	THUNDER BRIDGE CAPITAL PARTNERS IV INC.
	 	 
	 	By:	 
	 	 	Name: 	Gary Simanson
	 	 	Title: 	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 


  


[SIGNATURE PAGE TO WARRANT AGREEMENT]


 




     


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION


OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED


BELOW


 


Thunder Bridge Capital Partners IV Inc.

Incorporated Under the Laws of the State of Delaware


 


CUSIP 88605L 115


 


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 Thunder Bridge Capital
Partners IV Inc., a Delaware corporation (the “Company”). Each whole 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 “Warrant Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the
United States of America upon surrender of this Warrant Certificate and payment of the Warrant 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 whole 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 the exercise of Warrants,
a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round down to
the nearest whole number of the number of shares of Common Stock to be issued to the 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.


 




     


     


    




 


[Form of Warrant]


 


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


 


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 null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


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.


 


	THUNDER BRIDGE CAPITAL PARTNERS IV INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Form of Warrant]


 




     


     


    




 


[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 (or successor warrant
agent) (collectively, 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 Warrant
Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the
designated 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 designated 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.


 


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 third-party charges 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.


 




     


     


    




 


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 Thunder Bridge Capital Partners IV Inc. (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 6.1 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section
6.3 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 6.3 of the Warrant Agreement.


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.5 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) or Section 6.5 of the Warrant Agreement, as applicable.


 


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 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 ______________.


 


	Date:	(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 SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).


 




     


     


    




 


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 THUNDER BRIDGE
CAPITAL PARTNERS IV INC. (THE “COMPANY”), TBCP IV LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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