Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (“Agreement”)
dated as of July 7, 2016 is between M III Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock
Transfer & Trust Company, a New York corporation (“Warrant Agent”).


 


WHEREAS, the Company has entered into that certain
Second Amended and Restated Sponsor Unit Subscription Agreement (the “Sponsor Unit Subscription Agreement”), dated
July 7, 2016, between the Company and M III Sponsor I, LLC and M III Sponsor I, LP (collectively, the “Sponsor”), pursuant
to which the Sponsor has agreed to purchase an aggregate of 340,000 units (the “Private Units”), each Private Unit
consisting of one share of Company common stock, par value $0.0001 per share (“Common Stock”) and one warrant to purchase
one-half of one share of Common Stock at a price of $5.75 per half share (the “Sponsor Private Placement Warrants”),
simultaneously with the closing of the Public Offering (as defined below), at a purchase price of $10.00 per Private Unit; and


 


WHEREAS, the Company has entered into that certain
Amended and Restated Unit Subscription Agreement (the “CF Unit Subscription Agreement”), dated July 7, 2016, between
the Company and Cantor Fitzgerald & Co. (“CF & Co.”), pursuant to which CF & Co. has agreed to purchase
an aggregate of 120,000 Private Units simultaneously with the closing of the Public Offering (as defined below), such warrants
underlying these units referred to as the CF Private Placement Warrants (collectively with the Sponsor Private Placement Warrants,
the “Private Placement Warrants”), at a purchase price of $10.00 per Private Unit; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (defined below), the Sponsor or an affiliate of the
Sponsor or certain of the Company’s executive officers and directors may loan to the Company funds as may be required, of
which up to $1,000,000 of such loans may be convertible into up to an additional 2,000,000 Private Placement Warrants; 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 and
one redeemable warrant (“Public Warrants” and together with the Private Placement Warrants, the “Warrants”)
and, in connection therewith, has determined to issue and deliver up to 17,250,000 Public Warrants (including up to 2,250,000 warrants
subject to the Over-allotment Option (as defined below)) 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, 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. 333-210817 (“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 or a Private 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 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 in book-entry form, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
with the Depository Trust Company (the “Depository”) (such institution, with respect to a Warrant in its account, a
“Participant”)


 


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


 


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


 


2.6       Private
Placement Warrant Attributes. The 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
pursuant to Section 3.3.1(c) below, in either case as long as the Private Placement Warrants are held by the initial purchasers
or their affiliates and permitted transferees (as prescribed in Section 5.6 hereof). Prior to the 30th day after
the Company consummates an initial Business Combination, the Private Placement Warrants may only be transferred to permitted transferees
(as defined in Section 5.6 hereof). Once a 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, (ii) the liquidation
of the Company in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to
time, if the Company fails to consummate a Business Combination and (iii) 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.


 


3.3.1.          Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the Warrant Price for each full 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; provided, however, that Warrants may not be exercised on a “cashless basis” unless the Fair
Market Value is equal to or higher than the Warrant Price. 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 ten (10) 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 Placement Warrants, so long as such Private Placement Warrants are held by the Sponsor, CF & Co. or
their permitted transferees, by surrendering such 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 Warrant
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 ten (10) trading days ending on the third trading day prior to the date of exercise; or


 


(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, then during the period beginning on the 91st day after the closing of a
Business Combination and ending upon the effectiveness of such registration statement, and during any other period after such date
of effectiveness when the Company shall fail to have maintained an effective registration statement covering the shares of Common
Stock issuable upon exercise of the Warrants, 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 Warrant
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 ten (10) 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 book-entry position or certificate,
as applicable, for the number of full 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 book-entry position or countersigned
Warrant, as applicable, 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. Subject to Section 4.7 of this Agreement, a Registered Holder
of Warrants may exercise its Warrants only for a whole number of shares of Common Stock (i.e., only an even number of Warrants
may be exercised at any given time by a Registered Holder). If, by reason of any exercise of warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall round down to the nearest whole number, the number of shares to be issued to such holder. 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.


 


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


 


3.3.5          Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not affect 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 more
recent 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.


 




     


     


    

 


4.          Adjustments.


 


4.1.       Stock
Dividends - Split Ups. If after the date hereof, and subject to the provisions of Section 4.7 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of
Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price
less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common
Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied
by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair
Market Value. For purposes of this subsection 4.1, (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. 


 


4.2.       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 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 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 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 redemption 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 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 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 (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 (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) 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
amount of cash per share of Common Stock, if any, plus 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 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. If,
by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole
number 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;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result of any issuance
of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants in a manner that
is consistent with any adjustment recommended in such opinion.


 


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 or book-entry position 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
Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until the 31st day after
the consummation by the Company of an initial Business Combination, except for transfers (a) to the Company’s officers or
directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the
Sponsor, or any affiliates of the Sponsor or any of its members or partners, or CF & Co.’s officers, directors and direct
and indirect equityholders; (b) in the case of an individual, by gift to a member of one of the members of the individual’s
immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate
of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which
the Private Placement Warrants were originally purchased; (f) in the event of a Company liquidation prior to a completion of a
Business Combination; (g) to the Company for no value for cancellation; or (h) by virtue of the laws of Delaware or either of the
Sponsors’ operating agreements; provided, however, that in the case of clauses (a) through (e) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


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 (“30-Day Trading Period”) ending on the third business
day prior to the date on which notice of redemption is given and provided further that there is a current registration statement
in effect with respect to the Common Stock underlying the Public Warrants commencing five business days prior to the 30-Day Trading
Period and continuing each day thereafter until the Redemption Date (defined below); provided, however, in the event there was
no actual trading of the Common Stock for any day within such 30-Day Trading Period, then the closing bid price on such day must
exceed $24.00 per share to count.


 


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 (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 Placement Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to
the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor,
CF & Co. or their permitted transferees. However, once such Private Placement Warrants are transferred (other than to permitted
transferees under Section 5.6), the Company may redeem the 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.


 


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 in no event 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 (in those states in which the Warrants were initially offered by the Company) 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. The provisions
of this Section 7.4 may not be modified, amended or deleted without the prior written consent of CF & Co.


 




     


     


    

 


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


 


M III Acquisition Corp.


3 Columbus Circle, 15th Floor


New York, NY 10019


Attn: Mohsin Y. Meghji, 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:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Stuart Neuhauser, Esq. 


 


and


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: Chief Executive
Officer


 


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 and, for purposes of Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof, CF & Co., any right,
remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. CF & Co. shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 2.5, 6.4, 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 CF & Co. with respect to Sections 2.5, 6.4, 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 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.


 




     


     


    

 


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. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of CF &
Co.


 


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.


 




     


     


    

 


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


 


	 	M III ACQUISITION
    CORP.
	 	 	 
	 	By:	/s/ Mohsin Y. Meghji
	 	 	Name: Mohsin Y.
    Meghji
	 	 	Title: Chief Executive
    Officer
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER
	 	&
    TRUST COMPANY
	 	 	 
	 	By:	/s/ Robert E. McMonagle
	 	 	Name: Robert E. McMonagle
	 	 	Title: Vice President