Exhibit
4.4


 


WARRANT
AGREEMENT


 


This
WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between UNSDG Acquisition Corp., a Delaware corporation,
with offices at 1980 Festival Plaza Drive, Summerlin South #300, Las Vegas, Nevada 89135 (the “Company”), and Vstock
Transfer, LLC, a New York limited purpose trust company, with offices at _________, __________, ________________, as warrant agent (“Warrant
Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 11,500,000 units (including 1,500,000 units
which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Public
Units”) comprised of one share of Class A common stock, $0.0001 par value (“Share”), and one-half (1/2)
of one warrant, where each whole warrant entitles the holder to purchase one (1) Share at a price of $11.50 per share, subject to adjustment
as described herein, and, in connection therewith, will issue and deliver up to 5,750,000 warrants (the “Public Warrants”)
to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-_________ (“Registration Statement”) and prospectus (“Prospectus”), for the registration,
under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received binding commitments (“Subscription Agreements”) from the Company’s sponsor, UNSDG Acquisition
LLC (the “Sponsor”) to purchase, simultaneously with the closing of the Public Offering, an aggregate of 575,000 private
placement units (or up to 635,000 private placement units if the underwriters’ over-allotment option is exercised in full) at a
price of $10.00 per unit in a private placement (the “Private Units”), each unit containing one Share and one-half
of one warrant (the “Private Warrants”), each whole warrant exercisable to purchase one (1) Share at a price of $11.50
per share, bearing the legend set forth in Exhibit B hereto; and


 


WHEREAS,
the Company may issue up to an additional 1,500,000 warrants (the “Working Capital Warrants” and together with the
Public Warrants and the Private Warrants, the “Warrants”) at a price of $1.00 per Working Capital Warrant, with each
Working Capital Warrant exercisable to purchase one (1) Share at a price of $11.50 per share, in satisfaction of certain working capital
loans made by the Company’s Sponsor, officers, directors and their affiliates; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and
together with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with,
or following the consummation by the Company of, a Business Combination (defined below); and


 


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


 


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


 


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


 


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


 




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


 


2.
Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance.


 


2.2.
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part
of, and be represented by, a Public Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent
and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in
each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have
the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the
terms of this Agreement.


 


2.3.
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4.
Registration.


 


2.4.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2.
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 then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5.
Detachability of Warrants. The securities comprising the Public Units will not be separately transferable until the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier with the consent of Kingswood Capital Markets (the “Representative”),
but in no event will the Representative allow separate trading of the securities comprising the Public Units until (i) the Company has
filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option
in the Public Offering, if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued
a press release and has filed a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment
Date”).


 


2.6.
Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be identical to
the Public Warrants.


 




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2.7.
Post IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 


3.
Terms and Exercise of Warrants


 


3.1.
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), 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 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 refers to the price per share at which the Shares
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide
at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants and, provided further that
any such reduction shall be applied consistently to all of the Warrants.


 


3.2.
Duration of Warrants. A Warrant may be exercised only during the period commencing on the later to occur of (i) 30 days after
the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully
in the Registration Statement) and (ii) eighteen (18) months following from the closing of the Company’s initial public offering,
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which
the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2
of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of
time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as
the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder),
as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide
at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such
extension shall be applied consistently to all of the Warrants.


 


3.3.
Exercise of Warrants.


 


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


 


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


 


(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Shares equal
to the quotient obtained by dividing (x) the product of the number of Shares underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section
3.3.1(b), the “Fair Market Value” shall mean the average reported closing price of the Shares for the ten (10) trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section
6 hereof; or


 




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(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) business days after
the closing of a Business Combination, by surrendering such Warrants for that number of Shares equal to the quotient obtained by dividing
(x) the product of the number of Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants
and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted
unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair
Market Value” shall mean the average reported last sale price of the Shares for the ten (10) trading days ending on the trading
day prior to the date of exercise.


 


3.3.2.
Issuance of Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry
position, for the number of Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number
of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required
to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Shares
upon exercise of a Warrant unless the Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the
immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise
such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such
Warrants shall have paid the full purchase price for the Unit solely for the Shares underlying such Unit. Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.


 


3.3.3.
Valid Issuance. All Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4.
Date of Issuance. Each person in whose name any book entry position or certificate for Shares is issued shall for all purposes
be deemed to have become the holder of record of such shares 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, 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 cause the exercise of the holder’s Warrant, and
such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of Shares beneficially owned by such person and its affiliates shall include the number of Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
Shares, the holder may rely on the number of outstanding Shares 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 SEC as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of Shares
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 then outstanding. In any case, the number of outstanding Shares
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 was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered
to the Company.


 




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4.
Adjustments.


 


4.1.
Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares, or by a split up of Shares, or other similar event, then, on the effective
date of such stock dividend, split up or similar event, the number of Shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding Shares.


 


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


 


4.3
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Shares or other shares of the Company’s capital stock
into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined
by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment
described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other
cash dividends and cash distributions paid on the Shares during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether
or not any shareholders waived their right to receive such dividend) and 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 issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends
or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Shares in connection
with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation
(as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution
of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while
the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends
and cash distributions on the Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant
Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the
difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including
such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid
or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the
closing of the Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend
to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment
to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less
than $0.50 per share.


 




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4.4
Adjustments in Exercise Price. Whenever the number of Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Shares so purchasable immediately
thereafter.


 


4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
(other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Shares), or in the case of
any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the
case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his,
her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Shares covered by Section
4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this
Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding
anything to the contrary herein, in the event of any tender offer for shares of Shares, the offeror shall not make any tender offer for
Warrants if the effect of such offer would be to require the Warrants to be accounted for as liabilities under applicable accounting
principles.


 


4.6.
Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional
Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or
effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to
the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior
to such issuance), (b) 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 Business Combination on the date of the consummation of such Business Combination (net of redemptions),
and (c) the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the Shares
or equity-linked securities, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to
180% of the higher of the Fair Market Value and the price at which the Company issues Shares or equity-linked securities. Solely for
purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price
of the Shares for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to
each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8.
No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional Warrants other than as part of the Units. If, upon the detachment of Public Warrants from Units or otherwise, a
holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants
to be issued to such holder. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the
nearest whole number of Shares to be issued to the Warrant holder.


 




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4.9.
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5.
Transfer and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
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, either in certificated form or in book
entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend.


 


5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant.


 


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


 


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


 




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5.6.
Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working
Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial
shareholders or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii)
to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona
fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the
holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon
death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the
consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices
no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation
prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial
Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of
the Company’s shareholders having the right to exchange their Shares for cash, securities or other property, in each case (except
for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration
for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted
Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained
in this section and any other applicable agreement the transferor is bound by.


 


5.7.
Transfers prior to Detachment. 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 5.7 shall have no effect on any transfer of Warrants
on or after the Detachment Date.


 


6.
Redemption.


 


6.1.
Redemption. 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 the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the closing price of the Shares equals or exceeds $18.00 per share (subject to adjustment in accordance
with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become
exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided that there is an
effective registration statement covering the Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to subsection 3.3.1(b); provided, however, that if and when the Warrants become redeemable by the Company, the Company may not
exercise such redemption right if the issuance of Shares upon exercise of the Warrants is not exempt from registration or qualification
under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject
to redemption, 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 to the registered
holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3.
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate
the number of Shares to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On and
after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 




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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 shareholders in respect of the meetings of shareholders or the election of directors of the Company
or any other matter.


 


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


 


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


 


7.4.
Registration of Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under
the Act, of the Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary
to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where
holders of Warrants then reside, the Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The
Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the Shares issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company
shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered
under the Act and (ii) the Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who
is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear
a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the
Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.
The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Shares upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such Shares.


 




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8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 


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


 


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


 


8.3.
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors 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 fraud, gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Shares to be issued pursuant to this Agreement, the Amended and Restated Memorandum
and Articles of Association of the Company, or any Warrant or as to whether any Shares will, when issued, be valid and fully paid and
nonassessable.


 




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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 through
the exercise of Warrants.


 


9.
Miscellaneous Provisions.


 


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


 


9.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight
delivery, when so delivered, or (iii) 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:


 


UNSDG
Acquisition Corp.


1980
Festival Plaza Drive


Summerlin
South #300


Las
Vegas, Nevada 89135


 


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 (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so
delivered, or (iii) if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Vstock
Transfer, LLC


__________________


_________,
_______ _______


Attn:
_______________


 


with
a copy in each case to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Lawrence Venick, Esq.


E-mail:
lvenick@loeb.com


 


and


__________________________


__________________________


__________________________


 


9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York. The Company hereby waives any objection that such courts represent an inconvenient forum.
Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 




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9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right,
remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof.
All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive
benefit of the parties hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and
assigns and of the registered holders of the Warrants.


 


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


 


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


 


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


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered
holders of (i) a majority of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or
in connection with, the consummation of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification
or amendment is being undertaken after the consummation of a Business Combination. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of
the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent
of the Representative.


 


9.9
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust
account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely
against the Company and not against the property held in the Trust Account.


 


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.


 


[signature
page follows]


 




    	12



     


    

 





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


 


	 	UNSDG
    Acquisition Corp.
	 	 
	 	By:
    	          
	 	Name:
    	 
	 	Its:
    	 


 


	 	Vstock
    Transfer, LLC
	 	 
	 	By:
    	           
	 	Name:
    	 
	 	Its:
    	 


 


[Signature
Page to Warrant Agreement]


 




    	13



     


    

 


EXHIBIT
A


 


WARRANT
CERTIFICATE


 




    	14



     


    

 


EXHIBIT
B


 


LEGEND
FOR PRIVATE WARRANTS


 


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 UNSDG ACQUISITION CORP. (THE “COMPANY”), KINGSWOOD
CAPITAL MARKETS 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 5.6 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 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.


 




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