EXHIBIT 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (“Agreement”)
dated as of _________, 2016 is between PMV Acquisition Corp., a Delaware corporation, (“Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).


 


WHEREAS, the Company has received a binding commitment from Mario J. Gabelli to purchase an aggregate of 1,000,000
units (the “Private Units”), each Private Unit comprised of one share of Common Stock (defined below) and one warrant
(the “Private Warrants”), pursuant to a Purchase Agreement (the “Private Unit Purchase Agreement”); and




 



WHEREAS, the Company has received a binding
commitment from CIBL, Inc., the managing member of the Company’s sponsor, to purchase an aggregate of 7,000,000
warrants (the “Private Placement Warrants”), pursuant to a Sponsor Warrant Purchase Agreement (the “Sponsor Warrant
Purchase Agreement”); and


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of units (the “Units”), each Unit comprised of one share of Common Stock (as
defined below) and one redeemable warrant (“Public Warrants” and together with the Private Warrants and Private Placement Warrants, the
“Warrants”) and, in connection therewith, has determined to issue and deliver up to 11,500,000 Public Warrants to the
public investors; and


 


WHEREAS, each Warrant evidences the right
of the holder thereof to purchase one-half of one share of common stock of the Company, par value $0.0001 per share (“Common
Stock”), for $5.75 per half share, subject to adjustment as described herein; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-207590 (“Registration Statement”),
for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities, the Warrants;
and


 


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


 


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



    	 



    	



    

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


 


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


 


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


 


2.           Warrants.


 


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


 


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


 


2.3        Effect of Countersignature.
Except with respect to uncertificated Warrants as described



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above, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4.        Registration.


 


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


 


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


 


2.5.        Detachability of Warrants.
The securities comprising the Units will not be separately transferable until the 52nd day following the date of the prospectus
or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or
earlier with the consent of Cantor Fitzgerald & Co. (“Cantor”), but in no event will
Cantor allow separate trading of the securities comprising the Units until the Company has filed a Current Report on Form 8-K which
includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public Offering.


 


2.6        Private Warrant and Private Placement Warrant Attributes.
The Private Warrants and Private Placement Warrants will be issued in the same form as the Public Warrants but they (i) will not be redeemable by the
Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Private Warrants and Private



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Placement Warrants are held by the initial purchasers or
their affiliates and permitted transferees (as prescribed in Section 5.6 hereof). Once a Private Warrant or Private
Placement Warrant is transferred to a holder other than an affiliate or permitted transferee, it shall be treated as a Public
Warrant hereunder for all purposes.


 


3.           Terms and Exercise of Warrants


 


3.1.        Warrant Price. Each Warrant
shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant
and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of
$5.75 per half 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 Warrant Agreement refers to the price per share at which the 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 applied consistently to all of the Warrants.


 


3.2.        Duration of Warrants. A Warrant
may be exercised only during the period (“Exercise Period”) commencing on the later of 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the
Registration Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time
on the earlier to occur of (i) five years from the consummation of a Business Combination and (ii) the Redemption Date as provided
in Section 6.2 of this Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price
(as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date.
The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date;
provided, however, that the Company will provide at least twenty (20) days prior written notice of any such extension to registered
holders.


 


3.3.        Exercise of Warrants.



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


 


(a)        by good certified check
or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 


(b)        in the event of redemption
pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such
Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares 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
difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely
for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to holders of Warrant pursuant to Section 6 hereof; or


 


(c)        with respect to any Private Warrants or Private
Placement Warrants, so long as such Private Warrants or Private Warrants or Private Placement Warrants are held by the initial purchases of the Private Warrants or Private Placement Warrants
or their permitted transferees, by surrendering such Private Warrants or Private Placement 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 difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise
price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale
price of the Common Stock for the 5 trading days ending on the third trading day prior to the date of exercise; or



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(d)        in the event the registration
statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination,
by surrendering such 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 difference between the exercise price of the
Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall
be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(d),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 5 trading days
ending on the day prior to the date of exercise.


 


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


 


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 nonassessable.



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


 


3.3.5     Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the
election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (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 Securities and Exchange Commission as
the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock
Transfer & Trust Company setting forth the number of shares of Common Stock outstanding. For any



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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.



 




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, (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.           Adjustments.


 


4.1.        Stock Dividends - Split Ups.
If after the date hereof, 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 outstanding shares of Common Stock.


 


4.2.        Aggregation of Shares. If
after the date 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        Extraordinary Dividends. If
the Company, at any time while the Warrants are outstanding and unexpired, shall pay a cash dividend or make a distribution in
cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital stock
into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined
by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock
in respect of such Extraordinary



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Dividend; provided, however, that none of the following shall
be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any
cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions
paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not
exceed $0.50 (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) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection
with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution
of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a
time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40
of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such
$0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend,
by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).


 


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


 


4.5.        Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than
a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock), or in the case of
any merger



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or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her
or its Warrant(s) immediately prior to such event (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) 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) 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) 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



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(from and after the consummation of such tender or exchange
offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than
70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common
stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price shall be reduced by an amount (in dollars) equal
to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from
the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event , and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists
exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification also results in a change in the Common Stock covered by Section 4.1, 4.2 or 4.3,
then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section
4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.6.        Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a



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Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or
4.5, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 


4.7.        No Fractional Warrants or Shares.
No fractional Warrants will be issued hereunder. Additionally, notwithstanding any provision contained in this Warrant Agreement
to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. Accordingly, a holder must exercise two
warrants to receive a share of Common Stock. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


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


 


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



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5.           Transfer and Exchange of Warrants.


 


5.1.         Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, 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, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


5.6.        Private Warrants and Private Placement Warrants.
The Warrant Agent shall not register any transfer of Private Warrants or Private Placement Warrants until after the consummation by the Company of
an initial Business Combination,



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except for transfers (i) to the Company’s
officers, directors or employees, (ii) to a holder’s officer’s, directors, employees or members upon the holder’s
liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family
or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family for estate planning purposes,
by virtue of the laws of descent and distribution upon death or pursuant to a qualified domestic relations order; (iv) to the Company
for no value for cancellation in connection with the consummation of a Business Combination; or (v) by private sales made at or
prior to the consummation of a Business Combination at prices no greater than the price at which the Private Warrants or Private Placement Warrants
were originally purchased, in each case (except for clause (iv)) on the condition that prior to such registration for transfer,
the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian
for such transferee agrees to be bound by the terms of the Sponsor Warrant Purchase Agreement Private Unit Purchase Agreement.


 


6.           Redemption.


 


6.1.        Redemption. Subject to Section
6.4 hereof, not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time while
they are exercisable and prior to their expiration (so long as there is a current registration statement in effect with respect
to the shares of Common Stock underlying the Warrants), at the office of the Warrant Agent, upon the notice referred to in Section
6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock
equals or exceeds $24.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption
is given.


 


6.2.        Date Fixed for, and Notice of,
Redemption. In the event the Company shall elect to redeem all of the Public Warrants, the Company shall fix a date for the
redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the
Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last
addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received such notice.


 


6.3.        Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash



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


 


6.4         Exclusion
of Private Warrants and Private Placement Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to
the Private Warrants and Private Placement Warrants if at the time of the redemption such Private Warrants and Private Placement Warrants continue to be held by the initial
purchasers or their permitted transferees. However, once such Private Warrants and Private Placement Warrants are transferred (other than to permitted
transferees under Section 5.6), the Company may redeem the Private Warrants and Private Placement Warrants in the same manner as the Public Warrants.


 


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


 


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


 


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



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


 


7.4.        Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business
Combination but no later than 30 days after the closing, it shall use its best efforts to file with the Securities and
Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon
exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for
sale, in those states in which the Warrants were initially offered by the Company, the shares of Common Stock issuable upon
exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement until the expiration of the
Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to
register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent
an exemption is not available. If any such registration statement has not been declared effective by the 90th day following
the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the
91st day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an
effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the
Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to
be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under
U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the
Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until
all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with
its registration obligations under the first three sentences of this Section 7.4.


 


8.           Concerning the Warrant Agent and Other Matters.



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


 


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


 


8.2.2.        Notice of Successor Warrant Agent.
In the event a successor Warrant Agent



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shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such
appointment.


 


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


 


8.3.        Fees and Expenses of Warrant
Agent.


 


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


 


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


 


8.4.        Liability of Warrant Agent.


 


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


 


8.4.2.        Indemnity. The Warrant Agent
shall be liable hereunder only for its own gross



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


 


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


 


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 Warrants.


 


9.           Miscellaneous Provisions.


 


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


 


9.2.        Notices. Any notice, statement
or demand authorized by this Warrant 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 days after deposit of such notice, postage prepaid, addressed (until another



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address is filed in writing by the Company with the Warrant
Agent), as follows:


 


PMV Acquisition Corp.


One Corporate Center


Rye, New York 10580


Attn: Christopher J. Marangi, Chief Executive Officer


 


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 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


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Douglas S. Ellenoff, Esq.


 


and


 


Cantor Fitzgerald
& Co.


499 Park Avenue


New York, New
York 10022


Attn: General Counsel



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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. Any such
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4.        Persons Having Rights under this
Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders
of the Warrants any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and 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 Warrant Agreement and shall not affect the interpretation thereof.



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9.8        Amendments. This Agreement
may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall
not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders
of at least 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        Trust Account Waiver. The
Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the
Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that
the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely
against the Company and not against the property held in the Trust Account.


 


9.10        Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Warrant 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.



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


 


	 	PMV ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




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