Exhibit 4.5


 


WARRANT AGREEMENT


 


THIS WARRANT
AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between UTXO Acquisition, a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”, also referred to herein as the “Transfer 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 Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), one right to receive one-tenth of one share of Class A common stock (“Rights”) and one
redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to
issue and deliver up to 5,000,000 warrants (or up to 5,750,000 warrants if the Over-allotment Option is exercised in full) to public
investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company will issue and deliver
a Unit Purchase Option (“UPO”) to Univest Securities, LLC (the “Representative”), to purchase up to 500,000
units (the “Representative Units”), which Representative Units include 250,000 underlying warrants (the “Representative
Warrants”) and 500,000 Shares of class A common stock (the “Representative Shares”); and


 


WHEREAS, on
[ ], 2021, the Company will enter into that certain Units Subscription Agreement with UTXO Vector LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 330,000 Units ((up to 371,250
units if the over-allotment option is exercised) simultaneously with the closing of the Offering at a purchase price of $10.00 per Unit
and in connection therewith, will issue and deliver up to an aggregate of 330,000 warrants ((up to 371,250 warrants if the over-allotment
option is exercised) (“Private Placement Warrants”); and


 


WHEREAS, in
order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but are not obligated
to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional
150,000 Units at a price of $10.00 per Unit, and in connection therewith, will issue and deliver up to an aggregate of 150,000 warrants
(the “Working Capital Warrants”); and


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant
shall be issued in registered form only, and, if a physical certificate is issued, 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, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company.
In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.


 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


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


 


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 a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 


2.4 Detachability of Warrants.
The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the
Registration Statement unless the Representative informs the Company of its decision to allow earlier separate trading, but in
no event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed
a current report on Form 8-K with the SEC containing 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 by the underwriters of their
right to purchase additional Units in the Offering (the “Over-Allotment Option”), if the Over-Allotment
Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission
a current report on Form 8-K announcing when such separate trading shall begin; provides that no fractional Warrants will be issued
upon separation of the Units and only whole Warrants will trade


 






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2.5 Private Placement
Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each whole
Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of shares of Class A Common Stock stated therein, at the price of $11.50 per share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days
prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall
be identical among all of the Warrants.


 






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3.2 Duration of
Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later
of: (i) the date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, involving the Company and one or more businesses (a “Business Combination”),
or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City
time on the earlier to occur of: (x) the date that is four (4) years after the date on which the Company completes its initial Business
Combination, (y) the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants and the Working Capital
Warrants to the extent then held by the original purchasers thereof or their Permitted Transferees, 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))
to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption (as set forth
in Section 6 hereof), 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 5:00 p.m. New York City time on the Expiration Date.
The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the
Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything to the contrary
contained herein, for so long as any Private Placement Warrant is held by Univest Securities and/or its designees, such Private Placement
Warrant may not be exercised after four years from the effective date of the Registration Statement.




 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the
provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full the Warrant Price for each full Ordinary 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, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


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


 






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3.3.2 Issuance of Shares of Common
Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates for the
number of full Shares to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such
Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant
exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise
would be unlawful. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall
round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3 Valid Issuance. All shares
of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and non-assessable.


 


3.3.4 Date of Issuance. Each
person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry
position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery
of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when
the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5 Maximum Percentage. A
holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 9.8% (or such other amount as 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 and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes
of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form
10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2)
Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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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 4.5 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then,
on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering
to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market
Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the quotient of (x)
the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price
payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the
Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) as a result of the repurchase of shares of Common Stock by the
Company if a proposed Business Combination is presented to the stockholders of the Company for approval, (e) to satisfy the redemption
rights of the holders 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 redeem 100% of the public shares of Common
Stock 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 (f) in connection with the redemption of public shares of Common Stock 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 Common Stock during the 365-day period ending on the date
of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price
or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering
price of the Units in the Offering).


 






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


 


4.3 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in subsection 4.1.1 or Section 4.2above, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.


 


4.4 Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than
a change covered by Section 4.1 or Section 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the
Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event. If any reclassification also results in a change in the Common Stock covered by Section 4.1 or 4.2, then such adjustment
shall be made pursuant to Sections 4.1 or 4.2 or 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.


 


4.5 Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (x) issues additional shares
of Class A Common Stock or equity-linked securities for capital raising purposes, 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 Sponsor or its designees or their affiliates, without taking into account any founders’
shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the
consummation of the Company’s initial business combination (net of redemptions), and (z) the volume weighted average trading price
of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates an initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of higher
of the Market Value and the Newly Issued Price.




 


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




 


4.7 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.


 






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4.8 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares 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.


 


4.9 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to
(i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment, provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section
4.8 as a result of any issuance of securities in connection with the Business Combination. The Company shall adjust the terms
of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10 No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into shares
of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to
the Company’s Charter, as amended from time to time.


 


5. Transfer and Exchange
of Warrants.


 


5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and,
thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall 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 shall result in the issuance of a
warrant certificate or book-entry position for a fraction of a warrant.


 






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


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent,
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.


 


5.7Private Warrants and Working Capital Warrants. The Warrant
Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the completion of the initial
business combination, except in each case (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 affiliates of the Sponsor, (b) in the case of an individual,
by gift to a member of the individual’s immediate family or 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, by virtue of laws
of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) in the event of our liquidation prior to our completion of the initial business combination; or (f) by virtue of the laws of
the Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses
(a) through (e) or (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions
and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust
account and liquidation distributions).


 


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 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
sales price of the Common Stock reported has been at least $16.50 per share (subject to adjustment in compliance with Section 4
hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within the thirty (30) trading-day
period ending on the third Business 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) or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1; 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 of Common
Stock 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 that the Company elects to redeem all of the Warrants, the Company shall fix a date for
the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.


 


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


 






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6.4 Exclusion of
Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to (i) the Private
Warrants and Working Capital Warrants or (ii) Post IPO Warrants if such warrants provide that they are non-redeemable by
the Company.




 


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


 


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


 


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


 


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


 


7.4 Registration of Common
Stock; Cashless Exercise at Company’s Option. The Company agrees that as soon as practicable after the closing of its
initial Business Combination, but in no event later than 15 Business Days after the closing of its initial Business Combination
it shall use its best efforts to file and within 60 business days following its initial business combination to have declared effective,
a registration statement covering the Class A common stock issuable upon exercise of the warrants, and to maintain a current prospectus
relating to those Class A common stock until the warrants expire or are redeemed. No warrants will be exercisable for cash unless
the Company has an effective and current registration statement covering the Class A common stock issuable upon exercise of the
warrants and a current prospectus relating to such Class A common stock. Notwithstanding the foregoing, if a registration statement
covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the
consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on
a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be
able to exercise their warrants on a cashless basis.


 


8. Concerning the Warrant
Agent and Other Matters.


 


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


 






    10


     


    

 


8.2 Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1 Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his 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 Common Stock not later than the effective date of any such appointment.


 


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


 


8.3 Fees and Expenses of Warrant
Agent.


 


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


 


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


 






    11


     


    

 


8.4 Liability of Warrant
Agent.


 


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


 


8.4.2 Indemnity. The Warrant
Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make
any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued
pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid
and non-assessable.


 


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


 


8.6 Waiver. The Warrant Agent
has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to
any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


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


 


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


 


UTXO Acquisition Inc.


203 N LaSalle ST, #2100


Chicago, IL 60601


 






    12


     


    

 


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


with a copy in each case to:


 


Getech Law LLC


203 N LaSalle ST, #2100


Chicago, IL 60601


 


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


 


9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders of the Warrants and, for purposes of Sections 7.4, 9.4 and 9.8, Representative
and/or its designees, 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, for purposes of Sections 7.4, 9.4 and 9.8, Representative and/or
its designees, and their successors and assigns and of the Registered Holders of the Warrants.


 


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


 


9.5 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.


 


9.6 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.


 






    13


     


    

 


9.7 Amendments. This Agreement
may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative Issuance
pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten
the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding
Public Warrants. Any amendment solely to the Private Placement Warrants or the Working Capital Warrants shall require the vote
or written consent of a majority of the holders of the then outstanding Private Placement Warrants or the Working Capital 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.


 


9.8 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]


 






    14


     


    

 


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


 


	 	UTXO Acquisition Inc.
	 	 
	 	By:	 
	 	Name: 	Wei Huang 
	 	Title:	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name	 
	 	Title:	 


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	[_] WARRANTS
	WA-	 


 


(THIS WARRANT WILL BE VOID IF NOT EXERCISED
PRIOR TO 5:00 P.M.


NEW YORK CITY TIME, FOUR YEARS FROM THE
EFFECTIVE DATE OF THE COMPANY’S INITIAL PUBLIC OFFERING)


 


UTXO ACQUISITION INC.


 


CUSIP___________


 


WARRANT


 


THIS WARRANT
CERTIFIES THAT, for value
received                                     ,
or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date
which is four (4) years from the effective date of the Company’s initial public offering, to purchase one fully paid
and non-assessable share (the “Warrant Shares”), of class A common stock, par value $0.0001 per share (the
“Common Stock”), of UTXO ACQUISITION INC., a Delaware corporation (the “Company”), for each Warrant
evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and
conditions of the Warrant Agreement (as defined below).


 


The Warrant entitles the holder thereof
to purchase from the Company, from time to time, in whole or in part, commencing on the later to occur of (i) the completion of
the Company’s initial business combination or (ii) twelve (12) months following the closing of the Company’s initial
public offering, such number of Warrant Shares at the price of $11.50 per share (the “Warrant Price”), upon surrender
of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust
Company, LLC (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant
Agreement, dated [·], 2021, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event
shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant
Shares of the Company. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number
of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term
Warrant Price as used in this Warrant Certificate refers to the price per Warrant Share at which Warrant Shares may be purchased
at the time the Warrant is exercised.


 


This Warrant will expire on the date first
referenced above if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agreement
or if it is not redeemed by the Company prior to such date.


 


No fraction of a Share will be issued upon
any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a Share,
the Company will, upon exercise, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise
(and such fraction of a Share will be disregarded).


 


Upon any exercise of the Warrant for less
than the total number of full Warrant Shares provided for herein, there shall be issued to the registered holder(s) hereof or its
assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by 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 and evidencing in the aggregate a like number of
Warrants.


 






     


     


    

 


Upon due presentment for registration of
transfer of the Warrant Certificate at the office or agency 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 applicable tax
or other governmental charge.


 


The Company and the Warrant Agent may deem
and treat the registered holder(s) 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 registered holder(s),
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does not entitle the registered
holder(s) to any of the rights of a stockholder of the Company.


 


After the Warrant becomes exercisable and
prior to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice of call in writing
to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if the last reported sale
price of the Common Stock has been equal to or greater than $16.50 per share for any twenty (20) trading days within a thirty (30)
trading day period ending on the third (3rd) trading day prior to the date on which notice of such call is given, provided that
(i) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the shares of
Common Stock issuable upon exercise must be effective and a current prospectus must be available for use by the registered holders
hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise
is exempt from registration under the Act. The call price is $0.01 per Warrant Share.


 


If the foregoing conditions are satisfied
and the Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant prior to
the date scheduled for redemption; provided that the Company may require the Registered Holder who desires to exercise the Warrant,
to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise the Warrants on a cashless
basis if the Company so requires. Any Warrant either not exercised or tendered back to the Company by the end of the date specified
in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.


 


COUNTERSIGNED:


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, LLC,


WARRANT AGENT


 


	BY:	           	AUTHORIZED OFFICER	 
	 	 	 	 
	DATED:	 	 	 
	 	 	 	 
	BY:	           	 	 
	AUTHORIZED SIGNATORY	 	 
	PRINT:	 	 	 
	TITLE:	 	 	 




 





 






[REVERSE OF CERTIFICATE]


 


 


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