Exhibit 4.1

  

  

  
    WARRANT AGREEMENT

     

    between

     

    CHP MERGER CORP.

     

    and

     

    CONTINENTAL STOCK TRANSFER & TRUST COMPANY

     

    THIS WARRANT AGREEMENT (this “Agreement”), dated as of
      November 21, 2019, is by and between CHP Merger Corp., a Delaware corporation (the “Company”),

      and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).

     

    WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement with CHP Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,500,000 warrants (or 8,325,000 warrants in the
      aggregate if the Over-allotment Option (as defined below) in connection with the Company’s 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 “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
      13,750,000 redeemable warrants (or up to 15,812,500 redeemable warrants to the extent the Over-allotment Option is exercised) 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 whole share, subject to adjustment as described herein.
      Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and

     

    
      
        


    

    
    WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statements on Form S-1, Nos. 333-234413 and 333-234814 (collectively, “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 the 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 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. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates
      deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public
      Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary
      (each such institution, with respect to a Warrant in its account, a “Participant”).

     

    
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    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 its sole discretion, the Company may instruct the Warrant Agent to deliver to the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public Warrant and (ii) definitive certificates in physical form
      evidencing such Warrants (“Definitive Warrant Certificates”), which shall be in the form annexed hereto as Exhibit A.

     

    Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the 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 Definitive
      Warrant Certificate and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
      and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

     

    2.4.        Detachability of Warrants. The 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 J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, 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 (ii) a second or amended Current Report on Form 8-K to
      provide updated financial information to reflect the exercise of the underwriters’ Over-allotment Option, if the Over-allotment Option is exercised following the initial filing of such Current Report on Form 8-K, and (B) the Company issues a press
      release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.

     

    
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    2.5.        No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of 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 and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the
      Sponsor or any of its Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and 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 pursuant
      to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants, Working Capital Warrants and any shares of
      Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants or Working Capital Warrants may be transferred by the holders thereof:

     

    (a)          to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
      any members of the Sponsor or any 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)          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 Private Placement Warrants were originally purchased;

     

    (f)          in the event of the Company’s liquidation prior to the completion of its initial business combination;

     

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

     

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

     

    
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    provided, however, that in the case of clauses (a) through (g), these
        permitted transferees (the “Permitted Transferees”) must enter into a written
        agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement between Company and its initial stockholders.

     

    2.7.        Working Capital Warrants. Each of 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 the earliest to occur of: (x) at 5:00 p.m., New York City time on the date that is five (5) years
      after the date on which the Company completes its Business Combination, (y) the liquidation of the Company, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and Working Capital
      Warrants then held by the Sponsor or any officers or directors of the Company, or any of their Permitted Transferees, with respect to Section 6.1 hereof, at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided
      in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
      in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private
      Placement Warrant or a Working Capital Warrant held by the Sponsor or any officers or directors of the Company in connection with a redemption pursuant to Section 6.1 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant held by the Sponsor or any officers or directors of the Company, or their Permitted Transferees, in the event of a
      redemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the
      Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior
      written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

     

    
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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 may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its Compliance Department (i) the
      Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the
      records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a
      Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and
      all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:

     

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

     

    (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 6.1 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the shares of 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 or a Permitted Transferee, by
      surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes
      of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the shares
      of 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;

     

    
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    (d)          as provided in Section 6.2 with respect to a Make-Whole Exercise; or

     

    (e)          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 covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Common
      Stock is available, subject to the Company’s satisfying its obligations under Section 7.4, or a valid exemption from registration is available. No Warrant
      shall be exercisable for cash or on a cashless basis and the Company shall not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the
      securities laws of the state of residence of the Registered Holder of the Warrants, or an exemption is available. 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.

     

    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.

     

    
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    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 such 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 4.6 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 amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of Common Stock if the Company does not complete the Business Combination within 24 months from
      the closing of the Offering or any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation or with respect to
      any other provision relating to the rights of holders of Common Stock or pre-initial Business Combination activity, or (e) in connection with the redemption of all of the Company’s public shares 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) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the
      Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Common Stock during the 365-day period ending on the date of
      declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the
      aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash
      distributions paid or made in such 365-day period prior to such $0.35 dividend)).

     

    
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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.

     

    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 securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of
      its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance
      to the 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 “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted to 180% of the New
      Issuance Price.

     

    
      -10-

      
        


    

    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 corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
      reorganization of the outstanding shares 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 amended and restated certificate of incorporation or as a result
      of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
      maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of
      Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more
      than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
      stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the 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 Common Stock in the applicable event is payable in the form of common equity 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 shares of 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 shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the shares of
        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.

     

    
      -11-

      
        


    

    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.

     

    
      -12-

      
        


    

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

     

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

     

    
      -13-

      
        


    

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

     

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

     

    6.          Redemption.

     

    6.1.        Redemption of Warrants 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.

     

    6.2.        Redemption of Warrants for $0.10 or for Shares of Common Stock. Subject to Section 6.5 hereof, 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, 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, the Private Placement Warrants are also concurrently exchanged at the same price
      (equal to a number of shares of Common Stock) as the outstanding Public Warrants and there is an effective registration statement covering the 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 Redemption Period in connection with a redemption pursuant to this Section
          6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection

          3.3.1 and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”).

     

    
      -14-

      
        


    

    	
            
              

              

            

          	
            
              Fair Market Value of Common Stock

            

          	 
	
            
              Redemption

              Date (period

              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

          	 	 	 	
            0.31

          	 	 	 	
            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

          	 	 	 	
            0.32

          	 	 	 	
            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

          	 	 	 	
            0.33

          	 	 	 	
            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

          	 	 	 	
            0.29

          	 	 	 	
            0.309

          	 	 	 	
            0.325

          	 	 	 	
            0.34

          	 	 	 	
            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

          	 	 	 	
            0.28

          	 	 	 	
            0.301

          	 	 	 	
            0.32

          	 	 	 	
            0.337

          	 	 	 	
            0.352

          	 	 	 	
            0.364

          	 
	
            30 months

          	 	 	
            0.196

          	 	 	 	
            0.224

          	 	 	 	
            0.25

          	 	 	 	
            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

          	 	 	 	
            0.35

          	 	 	 	
            0.364

          	 
	
            24 months

          	 	 	
            0.173

          	 	 	 	
            0.204

          	 	 	 	
            0.233

          	 	 	 	
            0.26

          	 	 	 	
            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

          	 	 	
            0.13

          	 	 	 	
            0.164

          	 	 	 	
            0.197

          	 	 	 	
            0.23

          	 	 	 	
            0.262

          	 	 	 	
            0.291

          	 	 	 	
            0.317

          	 	 	 	
            0.342

          	 	 	 	
            0.363

          	 
	
            12 months

          	 	 	
            0.111

          	 	 	 	
            0.146

          	 	 	 	
            0.181

          	 	 	 	
            0.216

          	 	 	 	
            0.25

          	 	 	 	
            0.282

          	 	 	 	
            0.312

          	 	 	 	
            0.339

          	 	 	 	
            0.363

          	 
	
            9 months

          	 	 	
            0.09

          	 	 	 	
            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

          	 	 	 	
            0.15

          	 	 	 	
            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).

     

    
      -15-

      
        


    

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

     

    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.

     

    6.5.        Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof 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 for cash) 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 or its Permitted Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred
      (other than to Permitted Transferees in accordance with Section 2.5), the Company may redeem the Private Placement Warrants, Working Capital Warrants or the Post-IPO Warrants 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, Working Capital
      Warrants or Post-IPO Warrants prior to redemption pursuant to Section 6.4. 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.

     

    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.

     

    
      -16-

      
        


    

    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.

     

    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, and within sixty (60) Business Days following the closing of its initial Business Combination have declared effective, a registration statement under the Securities Act covering the issuance 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 average last reported sale
      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.

     

    
      -17-

      
        


    

    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 (x) 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, and (y) use its best efforts to qualify the Common Stock
      issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

     

    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.

     

    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.

     

    
      -18-

      
        


    

    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.

     

    
      -19-

      
        


    

    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:

     

    CHP Merger Corp.

    15 Deforest Avenue, Suite 108

    Summit, NJ 07901

    Attention: James Olsen

     

    
      -20-

      
        


    

    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:

    Ropes & Gray LLP

    1211 Avenue of the Americas

    New York, New York 10036

    
      	 	
              Attn:

            	
              Paul D. Tropp

              
                Christopher J. Capuzzi

              

            


    

     

    and

     

    

    Skadden, Arps, Slate, Meagher & Flom LLP

    300 South Grand Avenue, Suite 3400

    Los Angeles, California 90071

    
      	 	
              Attn:

            	
              Gregg A. Noel

              
                Laura Kaufmann Belkhayat

              

            


    

     

    and

     

    

    J.P. Morgan Securities LLC

    383 Madison Avenue

    New York, New York 10179

    
      	 	
              Attn:

            	
              Equity Syndicate Desk

            


    

     

    

    and

     

    Credit Suisse Securities (USA) LLC

    Eleven Madison Avenue

    New York, New York 10010

    
      	 	
              Attn:

            	
              LCD-IBD

            


    

     

    

    and

     

    Morgan Stanley & Co. LLC

    1585 Broadway

    New York, New York 10036

    
      	 	
              Attn:

            	
              Equity Syndicate Desk, with a copy to the Legal Department

            


    

     

    
      -21-

      
        


    

    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 his Warrant for inspection by it.

     

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

     

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

     

    9.8.        Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or 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 and any amendment to the terms of only the Private Placement Warrants or Working Capital
      Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then outstanding Public 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

            


    

    

    
      -22-

      
        


    

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

     

    

    	 	
            CHP MERGER CORP.

          
	 	 
	 	
            By:

          	
            /s/ James T. Olsen

          	 
	 	
            Name:

          	
            James T. Olsen

          
	 	
            Title:

          	
            Chief Executive Officer

          
	 	 	 
	 	
            CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

          
	 	 
	 	
            By:

          	
            /s/ Margaret Villani

          	 
	 	
            Name:

          	
            Margaret Villani

          
	 	
            Title:

          	
            Vice President

          


    

    

    
      
        


    

    
    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

     

    CHP MERGER CORP.

     Incorporated Under the Laws of the State of Delaware

     

    CUSIP 12558Y 114

    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 CHP 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. 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. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common
      Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. 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. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

     

    
      A-1

      
        


    

    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.

     

    	 	
            CHP MERGER CORP.

          
	 	 


    	 	
            By:

          	 	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    	 	 	 
	 	
            CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

          


    	 	 
	 	
            By:

          	 	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    

    

    
      A-2

      
        


    

    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 November 21, 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.

     

    
      A-3

      
        


    

    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-4

      
        


    

    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 CHP
      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 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 has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
      Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 6.2 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-5

      
        


    

    	
            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-6

      
        


    

    
    EXHIBIT B

     

    LEGEND

     

    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
        SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN
        ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG CHP MERGER CORP. (THE “COMPANY”), CHP ACQUISITION
        HOLDINGS 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.”

     

    	
            No.

          	
            Warrants

          


    

    

    

    

    
      B-1