Exhibit 4.1


 


WARRANT AGREEMENT


 


This Warrant Agreement (“Warrant
Agreement”) is made as of August 2, 2019, by and between Orisun Acquisition Corp., a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).


 


WHEREAS, the Company is engaged in a public
offering (the “Public Offering”) of 4,000,000 units (the “Public Units”) of the Company (and
up to 600,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting of
one share of common stock, par value $0.00001 per share (the “Common Stock”), one right to receive one-tenth
(1/10) of one share of Common Stock, and one warrant (the “Public Warrant” or “Public Warrants”),
each Warrant entitling its holder to purchase one-half (1/2) of one share of Common Stock (the “Warrant Shares”);


 


WHEREAS, the Company has received a binding
commitment from Everstone Investments LLC, its sponsor, and Chardan Capital Markets, LLC, to purchase up to an aggregate of 220,000
Units (or 238,000 if the overallotment is exercised in full) (collectively, the “Private Units” together with
the Public Units, the “Units”), each Private Unit consisting of one share of Common Stock, one redeemable warrant
and one right to receive one-tenth (1/10) of one share of Common Stock pursuant to Subscription Agreements, each dated August 2,
2019 (the “Subscription Agreements”), and, in connection therewith, will issue and deliver up to an aggregate
of 238,000 warrants underlying such units (the “Private Warrants”);


 


WHEREAS, the Company will issue and deliver
300,000 warrants (or 345,000 warrants if the over-allotment option is exercised in full) underlying a unit purchase option to the
Representative or its designees (“Representative Warrants”);


 


WHEREAS, the Company may issue up to an
additional 30,000 Warrants, which will be identical to the Private Warrants, in consideration of certain working capital loans
that may be made by the sponsor or the Company’s officers, directors or affiliates (“Working Capital Warrants,”
together with the Public Warrants, Private Warrants, Representative Warrants, and such other warrants as the Company issues from
time to time hereunder, the “Warrants”);


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-232356 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”) of, among
other securities, the Public Warrants;


 


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;


 


WHEREAS, the Company desires to provide
for the form, terms and provisions of the Warrants, including 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 legally valid and binding obligations of the Company, and to authorize the
execution and delivery of this Warrant 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 Warrant Agreement.


 


2.
Warrants.


 


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


 


2.2 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, Private Unit or Working Capital 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 “Depository”) 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 in Section 2.2 above, unless and until countersigned by the Warrant
Agent pursuant to this Warrant 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 (the “Warrant Register”), for the registration of the original issuance
and transfers 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.


 




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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 Public Warrants. Each of the securities comprising the Public Units will begin to trade separately on (i) the 90th day after
the date of the prospectus, or (ii) such earlier date as Chardan Capital Markets, LLC, as representative of the underwriters (the
“Representative”), shall determine is acceptable (such date, the “Detachment Date”). In no
event will separate trading of the securities comprising the Public Units commence until the Company (i) files a Current Report
on Form 8-K with the SEC including audited balance sheet reflecting our receipt of the gross proceeds of this Public Offering and
(ii) issues a press release announcing when such separate trading will begin.


 


2.6 Private Warrants.
The Private Warrants will be issued in the same form as the Public Warrants except that they (i) will be exercisable either for
cash or on a cashless basis at the holder’s option pursuant to Section 3.3 and (ii) will not be redeemable by the Company,
in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed
in the Subscription Agreements). The provisions of this Section 2.6 may not be modified, amended or deleted without the prior written
consent of the Representative.


 


2.7 Representative
Warrants. The Representative Warrants shall have the same terms and be in the same form as the Public Warrants.


 


3.
Terms and Exercise of Warrants.


 


3.1 Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (except with respect to Uncertificated Warrants), entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at $11.50 per full share, subject to the adjustments provided in Section 4 hereof.
The term “Warrant Price” as used in this Warrant Agreement refers to the price per whole share at which Common
Stock may be purchased at the time such Warrants are exercised. The Company will not issue fractional shares. As a result, such
Registered Holder must exercise Warrants in multiples of two at the Warrant Price (subject to adjustment) in order to validly exercise
his, her or its Warrants.


 


3.2 Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i)
the completion of the Company’s initial Business Combination and (ii) 12 months following the date of prospectus, and terminating
at 5:00 p.m., New York City time, on the earlier to occur of (i)  five years after the completion of an initial Business Combination,
and (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant 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 Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than
10 days to Registered Holders of such extension and that such extension shall be identical in duration among all of the then outstanding
Warrants.


 




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3.3 Exercise of Warrants.


 


3.3.1 Cash Exercise.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company, 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, currently being:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


 


with the subscription form, as set forth
in the Warrant, duly executed, and by paying in full, in lawful money of the United States, by certified or bank cashier’s
check payable to the order of the Warrant Agent or by wire transfer to the Warrant Agent, the Warrant Price for each whole Warrant
Share 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 Warrant Shares, and the issuance of the Warrant Shares (such exercise, a “Cash Exercise”).
A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder only during such times that there is
an effective registration statement registering the Warrant Shares, with the prospectus contained therein being available for the
resale of the Warrant Shares.


 


3.3.2 Cashless Exercise.
Notwithstanding anything contained herein to the contrary, if there is no effective registration statement registering the Warrant
Shares on any day the Registered Holder desires to exercise the Warrants and more than 90 days have passed since the Company complete
its initial Business Combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of making a cash
payment, by providing notice to the Chief Executive Officer of the Company in a subscription form of its election to utilize cashless
exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


		where:	



 


X = the number
of Warrant Shares to be issued to the Holder.


 


Y = the number
of Warrant Shares with respect to which this Warrant is being exercised.


 


A = the fair
market value of one share of Common Stock.


 


B = the Warrant
Price.


 




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The Registered Holder
may not exercise any Warrants in the absence of a registration statement except pursuant to this Section 3.3.2. For purposes
of this Section 3.3.2 and Section 4.1, the fair market value of one share of Common Stock is defined as follows:


 


(i) if the Company’s
Common Stock is listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ
Global Market or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value shall be deemed
the average of the closing price on such Trading Market for the twenty trading days ending on the third trading day immediately
prior to the date the subscription form is submitted to the Company in connection with the exercise of the Warrant; or


 


(ii) if the
Company’s Common Stock is not listed on a Trading Market, but is traded in the over-the-counter market, the fair market value
shall be deemed to be the average of the bid price on such Trading Market for the ten trading day ending on the third trading day
immediately prior to the date the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii) if there
is no active public market for the Company’s Common Stock, the fair market value of the Common Stock shall be determined
in good faith by the Company’s board of directors.


 


3.3.3 Fractional
Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall not be required
to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder
would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered
Holder’s Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise
(and such fraction of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for
exercise at the same time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.


 


3.3.4 Issuance of
Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue,
or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of
the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) 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 or surrendered in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver,
or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a
registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and
a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to
the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt
from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable
securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by,
or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition,
in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net
cash settle” the Warrant.


 




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


 


3.3.6 Date of Issuance.
Each person or entity 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 stock 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 stock transfer books are open.


 


3.3.7 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 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 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 the 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 shares 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 SEC as the case
may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Warrant Agent setting
forth the number of shares 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,
Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares
of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or
decrease in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders
to purchase shares of Common Stock at a price less than the Fair Market Value 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 shares of 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 shares of Common Stock, in determining the price payable for the shares of 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” shall mean the volume weighted average price of the shares of Common Stock for the
20 trading days ending on the third trading day prior to the date on which the notice.


 


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


 




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4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase 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 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 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the
holders of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Common
Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management
Trust Agreement between the Company and the Warrant Agent dated of even date herewith, (e) as a result of the issuance of Common
Stock as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination (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 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 Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash
dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends
and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or
distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock
issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.4 Adjustments in
Exercise Price.


 


4.4.1 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, (a) 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 (b) the denominator of which shall be the number of shares of Common Stock
so purchasable immediately thereafter.


 


4.4.2 If (i) 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 the Business Combination at an issue price or effective issue price
of less than $9.50 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by
the Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for funding the initial Business Combination, and (iii) the volume weighted average trading price of the Common
Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business
Combination (the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest
cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right
to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market
Value.


 




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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 under Sections 4.1 or 4.2  hereof or one that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
or conveyance to another 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 Registered 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 Registered Holder would have received if
such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 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. 


 


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 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 through 4.5 the Company shall give written notice to each Registered Holder, at the
last address set forth for such Registered 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 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 Warrant 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.


 


4.8 Notice of Certain
Transactions. In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe for
or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares
of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company
shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at
their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders
of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and
on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and
other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant
to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable
after the Company has taken any such action.


 




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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 such firm determines that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion


 


5.
Transfer and Exchange of Warrants.


 


5.1 Transfer of Public
Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in
which such Public 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 Public
Warrants included in such Unit. From and after the Detachment Date, this Section 5.1 will have no further force and effect.


 


5.2 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into 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, in the case of certificated warrants. The Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon the Company’s request.


 


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


 


5.4 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.


 


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


 




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5.6 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Warrant 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.


 


5.7 Private Warrants.
The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation
by the Company of a Business Combination, except for transfers made in accordance with Section 2.5 hereof, 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 Subscription Agreements
and any other applicable agreement the transferor is bound by.


 


6.
Redemption.


 


6.1 Redemption.
Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding Warrants may be redeemed,
in whole and not in part, at the option of the Company, at any time from and after the Warrants become exerciseble, and prior to
their expiration, 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 has been equal to or greater
than $16.50 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty
(20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which
notice of redemption is given and provided further that (i) there is a current registration statement in effect with respect to
the shares of Common Stock underlying the Warrants for each day in the 30-Day Trading Period and continuing each day thereafter
until the Redemption Date (defined below) or (ii) the cashless exercise of the Warrants pursuant to Section 3.3.2 is exempt
from the registration requirements under the Act. For avoidance of doubt, if and when the warrants become redeemable by the Company
under this Section, the Company may exercise its redemption right, even if it is unable to register or qualify the Warrant Shares
for sale under all applicable state securities laws.


 


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


 


6.3 Exercise After
Notice of Redemption. The Warrants may be exercised in accordance with Section 3 of this Warrant 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; provided that the Company may require the Registered Holder who desires to exercise the Warrant to elect cashless exercise
as set forth under Section 3.3.2, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires.
On and after the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 




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6.4 No Other Rights
to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant shall
be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant
under this Warrant Agreement.


 


6.5 Exclusion of
Certain Warrants. The Company agrees that the redemption rights provided for by this Section 6 apply only to outstanding Warrants.
To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However,
once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria
for redemption is met. Additionally, any of the Private Warrants or Working Capital Warrants shall not be redeemable by the Company
as long as such Private Warrants or Working Capital Warrants continue to be held by initial purchasers and affiliates or their
permitted transferees (as prescribed in Section 5.7 hereof). However, once such Private Warrants or Working Capital Warrants are
no longer held by the initial purchasers or their affiliates or permitted transferees, such Private Warrants or Working Capital
Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The provisions of this Section 6.5 may not be modified,
amended or deleted without the prior written consent of the Representative.


 


7.
Other Provisions Relating to Rights of Registered 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 terms 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 will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7.4 Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) business days after
the closing of a Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration
under the Act of the shares of Common Stock issuable upon exercise of the Warrants, and 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. In addition, the Company agrees to use its best efforts to register
the shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not
available.


 




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8.
Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of Taxes.
The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of shares 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 Registered Holder
of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered
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. 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 be authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent,
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the shares 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 Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 




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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 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 Warrant 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, Chief Financial Officer 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 Warrant 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 hold 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 Warrant 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 Warrant 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 Warrant 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 Warrant Agreement or any Warrant or as to whether any shares of Common Stock will 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 Warrant 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 moneies received by the Warrant Agent for the purchase of shares
of the Common Stock through the exercise of Warrants.


 




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8.6 Waiver. The
Warrant Agent hereby waives any 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.


 


9.
Miscellaneous Provisions.


 


9.1 Successors.
All the covenants and provisions of this Warrant 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 Registered
Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Orisun Acquisition
Corp.


555 Madison Avenue, Room 543


New York, NY 10022


Attn: Wei Chen, Chief Executive
Officer


 


with a copy (which shall not
constiute notice) to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso


 


Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent
shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


Any notice, sent pursuant to this Warrant Agreement shall be
effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the
next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 




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9.3 Applicable Law.
The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by
the laws of the State of New York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that
any action, proceeding or claim against either of them arising out of or relating in any way to this Warrant 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 and the Warrant Agent hereby
waive 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 or the Warrant Agent 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 party receiving such service in any action, proceeding or claim.


 


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


 


9.5 Examination of
the Warrant Agreement. A copy of this Warrant 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 Registered Holder to submit his, her or its Warrant for inspection.


 


9.6 Counterparts;
Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall,
for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


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 Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement
(a “Supplemental Agreement”), without the consent of any of the Warrant Holders, for the purpose of (i) curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions
with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this
Warrant Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing
and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to
the covenants of the Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company
under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that the Company may
deem to be necessary or desirable and that will not adversely affect the interests of the Registered Holders in any material respect.
All other modifications or amendments to this Warrant Agreement, 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 a majority of the then outstanding
Warrants. Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period in accordance with Section 3.2
without such consent.


 


9.9 Severability.
This Warrant 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 Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	ORISUN ACQUISITION CORP.
	 	 	 
	 	By:	
        /s/ Wei Chen

	 	 	Name:  Wei Chen 
	 	 	Title:     Chief Executive Officer


 


	 	AMERICAN STOCK TRANSFER & 

TRUST COMPANY, LLC
	 	 	 
	 	By:	
        /s/ Michael A. Nespoli

	 	 	Name:  Michael A. Nespoli
	 	 	Title:    Executive Director


 


Signature Page to Warrant Agreement




 


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