Exhibit 4.1


 


WARRANT AGREEMENT


 


between


 


CIIG MERGER CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of December 12, 2019, is by and between CIIG Merger Corp., 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, on December 12, 2019, the Company
entered into that certain Private Placement Warrants Purchase Agreement with CIIG Management LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,416,667 warrants
(or up to 5,979,167 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below)
is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable)
bearing the legend set forth in Exhibit B hereto (the “Sponsor Private Placement Warrants”)
at a purchase price of $1.00 per Private Placement Warrant (as defined below); and


 


WHEREAS, on November 22, 2019, the Company
entered into those certain subscription agreements (together, the “Anchor Subscription Agreement”) with
certain funds and accounts managed by subsidiaries of BlackRock, Inc. (together, the “Anchor Investor”),
pursuant to which the Anchor Investor agreed to purchase an aggregate of 1,083,333 warrants (or 1,195,833 warrants if the Over-allotment
Option is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if
applicable) bearing the legend set forth in Exhibit B hereto (the “Anchor Private Placement Warrants”
and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) at a purchase
price of $1.00 per Private Placement Warrant; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of
the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement
Warrants at a price of $1.00 per warrant (the “Working Capital Warrants”); and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 11,250,00 warrants (including up to 12,937,500 warrants
subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”). Each
whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001
per share (“Common Stock”), for $11.50 per share, subject to adjustment as described herein. Only whole
warrants are exercisable; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File
No. 333-235158 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
and the Public Warrants and the Common Stock included in the Units; and


 


WHEREAS, following consummation of the Offering,
the Company may issue additional warrants (“Post-IPO Warrants” and, together with the Private Placement
Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”) in connection with, or
following the consummation by the Company of, a Business Combination; 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 (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Agreement.


 


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


 


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


 


2. 
Warrants.


 


2.1 
Form of Warrant. Each Warrant shall be issued in registered form only.


 


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


 


2.3 
Registration.


 


2.3.1 
Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by
the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained by institutions that have accounts with the Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases
to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in
the form annexed hereto as Exhibit A.


 


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


 


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


 






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


 


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


 


2.6 
Private Placement Warrants and Working Capital Warrants.


 


The Private Placement Warrants and the
Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor, the Anchor
Investor or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and
the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof,
(ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business
Combination (as defined below), and (iii) shall not be redeemable by the Company (except as provided in Section 6.2 hereof);
provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common
Stock issued upon exercise of the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor, the Anchor
Investor or any of their respective Permitted Transferees, may be transferred by the holders thereof:


 


(a) 
to the Company’s officers or directors, any affiliates or family members of any of the
Company’s officers or directors, any affiliate of the Sponsor or the Anchor Investor, any member(s) of the Sponsor or
the Anchor Investor or any of their respective affiliates, officers, directors or direct and indirect equityholders;


 


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


 


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


 


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


 


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


 


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


 






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


 


(h) in
the case of the Anchor Investor, to the Anchor Investor’s affiliates, or any investment fund or other entity controlled or
managed by the Anchor Investor, or to any investment manager or investment advisor of the Anchor Investor or an affiliate of any
such investment manager or investment advisor;


 


provided, however, that, in the case of clauses
(a) through (h), these transferees (the “Permitted Transferees”) must enter into a written agreement
agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement,
dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers 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 described elsewhere in the Prospectus).


 


2.7 Working Capital Warrants. The
Working Capital Warrants shall be identical to the Private Placement Warrants.


 


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


 


3.2 
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the
Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses (a “Business Combination”), and (ii) the date that
is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the earlier
to occur of: (x) the date that is five (5) years after the date on which the Company completes its Business Combination,
(y) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation
(the “Charter”), as amended from time to time, if the Company fails to complete a Business Combination
or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor,
the Anchor Investor or any officers or directors of the Company, or any of their Permitted Transferees as provided in Section 6.1,
the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to receive
the Redemption Price (as defined below) or the Alternative Redemption Price (as defined below), in the event of a redemption (as
set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital
Warrant held by the Sponsor, the Anchor Investor or any officers or directors of the Company, or their Permitted Transferees, in
the event of a redemption for cash) not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.
The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the
Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 






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3.3 
Exercise of Warrants.


 


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


 


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


 


(b)  in the event of a redemption
pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of
this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value”
shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c)  with respect to any Private Placement
Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor,
the Anchor Investor or any officer or director of the Company, or their Permitted Transferees, by surrendering the Warrants for
that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection
3.3.1(c), over the Warrant Price  by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c),
the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working
Capital Warrant is sent to the Warrant Agent; or


 


(d) 
as provided in Section 7.4 hereof.


 


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


 






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


 


3.3.4 
Date of Issuance. Each person in whose name any book-entry position or certificate,
as applicable, for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such
shares of Common Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and
payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system
of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares 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 and any
of its affiliates or any other person subject to aggregation with such person for purposes of the “beneficial ownership”
test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to
be a part, would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason
the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder would result
in a higher ownership percentage, such higher percentage would be) in excess of 4.8% or 9.8% (as specified by the holder) (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
or any such other person or group shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act. For purposes of the Warrant, in determining the number of 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 4.6
below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or
by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such
increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase
shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend
of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid
in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the
rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common
Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock
as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of
Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2 
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding
and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock
on account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible),
other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to
satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to
satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s
Charter (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included
in the Units sold in the Offering if the Company does not complete the Business Combination within the time period set forth in
the Company’s Charter or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial
Business Combination activity, or, (e) in connection with the redemption of the shares of Common Stock included in the Units
sold in the Offering upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid
on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being
5% of the offering price of the Units in the Offering).


 


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


 






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4.3 
Adjustments in Warrant Price.


 


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


 


4.3.2  If the Company issues additional
shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business
Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock, with such issue price or effective
issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders (as defined
in the Prospectus) or their affiliates, without taking into account any Founder Shares held by such stockholders or their affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial
business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume
weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day
on which the Company consummates its initial Business Combination (such price, the “Market Value”) is
below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price.


 


4.4 
Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2
or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger
or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance” ); provided, however, that (i) if
the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election,
and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock
(other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders
of the Company as provided for in the Company’s Charter or as a result of the repurchase of shares of Common Stock by the
Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with
any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule))
and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that
if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form
of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder
properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event
by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an
amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as
defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this
Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively
of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by
subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than
the par value per share issuable upon exercise of the Warrant.


 






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


 


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


 


4.7 
Form of Warrant. The form of Warrant need not be changed because of any adjustment
pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same
number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement; provided, however,
that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 
Other Events. In case any event shall occur affecting the Company as to which none
of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which would require an
adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the
intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public
accountants, 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 (i) as a result of any issuance of securities in connection
with a Business Combination or (ii) solely as a result of an adjustment to the conversion ratio of the Company’s Class B
common stock, $0.0001 par value per share (the “Founder Shares”), into Common Stock. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 






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5. 
Transfer and Exchange of Warrants.


 


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


 


5.2 
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number
of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the
case of the Private Placement Warrants and Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


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


 


6. 
Redemption.


 


6.1 
Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than
all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior
to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that the
last reported sales price of the Common Stock reported has been at least $18.00 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 6.3
below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection
3.3.1.


 






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6.2 
Redemption of Warrants for $0.10 or for Common Stock. Not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior
to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”),
provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment
in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and
provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).
During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the
Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined
by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration
of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole
Exercise”).


 


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


 


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


 


The stock prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of
a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of
a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as
the number of shares issuable upon exercise of a Warrant. In no event will the number of shares issued in connection with a Make-Whole
Exercise exceed 0.365 shares of Common Stock per Warrant (subject to adjustment).


 






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


 


6.4 
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on
a “cashless basis” in accordance with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after
notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date.
In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares
of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined
in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price or the Alternative Redemption Price,
as applicable.


 


6.5 
Exclusion of Certain Warrants. The Company agrees that the redemption rights provided
in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants
(if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement
Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor, the Anchor Investor or any officers
or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants,
Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6),
the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants
permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are
met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant
to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO
Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become
Public Warrants under this Agreement. The restrictions set forth under this Section 6.5 shall not apply to redemptions
pursuant to Section 6.2 hereof.


 


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


 


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


 


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


 


7.3 
Reservation of 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.


 






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


 


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


 


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


 


8. 
Concerning the Warrant Agent and Other Matters.


 


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


 






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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 a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by
the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by
the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent
hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


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


 


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


 


8.3 
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4 
Liability of Warrant Agent.


 


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


 


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.


 






    14


     


    

 


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:


 


CIIG Merger Corp.


40 West 57th Street


29th Floor


New York, New York 10019


Attn.: F. Peter Cuneo

Chairman and Chief Executive Officer


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas,

New York, NY10105


Attn.: Stuart Neuhauser, Esq.

Fax No.: (212) 370-1300


 


and


Winston & Strawn LLP


200 Park Avenue


New York, New York 10166


Attn: Joel L. Rubinstein


Email: jrubinstein@winston.com


 






    15


     


    

 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


9.3 
Applicable Law. The validity, interpretation, and performance of this Agreement and
of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction. 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
any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


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


 


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


 


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 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 vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely
with respect to any amendment to the terms of, or any provision of, this Agreement with respect to the Private Placement Warrants,
Working Capital Warrants or Post-IPO Warrants, 50% of the number of the then outstanding Private Placement Warrants, Working Capital
Warrants or Post-IPO Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


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


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 




    16


     


    

 


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


 


	 	CIIG MERGER CORP.
	 	 
	 	By:	/s/
    Gavin Cuneo
	 	Name:	Gavin Cuneo
	 	Title:	Chief Operating Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Isaac
    J. Kagan
	 	Name:	Isaac J. Kagan
	 	Title:	Vice President


 


[Signature Page to Warrant Agreement]


 




    17


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


CIIG MERGER CORP.

 Incorporated Under the Laws of the State of Delaware


 


CUSIP 12559C 111


 


Warrant Certificate


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	CIIG MERGER CORP.
	 	 
	 	By:	                          
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY, as Warrant
    Agent
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 




    A-1


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive 
                     shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of                   ,
2019 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder)
of the Warrants.  A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. 
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 




    A-2


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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




 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.1 or 6.2 of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common
Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of
the Warrant Agreement.


 


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


 


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


 


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




 


[Signature Page Follows]


 




    A-3


     


    

 


	Date:                 
    , 20	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 
	 	 
	 	 


 


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


 




    A-4


     


    

 


EXHIBIT B


 


PRIVATE PLACEMENT WARRANTS LEGEND


 


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


 


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


 


 


B-1