EXHIBIT 4.1


 


 


MANA CAPITAL ACQUISITION CORP.


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of November 22, 2021, is by and between Mana Capital Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as
warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”). 


 


WHEREAS, the Company intends to effect an initial
public offering (the “Offering”) of 7,130,000 units (“Units”)  (inclusive of the over-allotment
option granted to the underwriters for up to 930,000 Units),of the Company’s equity securities, each such unit comprised of (i)
one share of common stock of the Company, of par value $0.00001 per share (“Common Stock”), (ii) one-half of one redeemable
Public Warrant (as defined below), and (iii) one right to receive one-seventh of a share of Common Stock upon the consummation of the
initial Business Combination (defined below) of the Company; and


 


WHEREAS, as part of the Offering, the Company will
issue and deliver up to 3,565,000 warrants (inclusive of 465,000 warrants if the over-allotment option granted to the underwriters
is exercised in full), to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS, each whole Public Warrant entitles the holder
thereof to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as described herein; and


 


WHEREAS, on November 19, 2021, the Company entered
into that certain Private Placement Warrant Purchase Agreement (the “Warrant Purchase Agreement”) with Mana Capital
LLC, the sponsor of the Company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase up to an aggregate
of 2,500,000 Warrants at a price of $1.00 per Warrant (the “Private Warrants”) simultaneously with the closing of the
Offering, each Private Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per whole share; and


 


WHEREAS, in order to finance the Company’s transaction
costs in connection with this Offering and an intended initial Business Combination (as defined below), the Sponsor has agreed to loan
the Company up to $200,000 and the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors
may, but are not obligated to, loan to the Company additional funds as the Company may require, of which up to $2,400,000 of such additional
loans, together with the initial loan of up to $200,000, may be convertible into up to an additional 2,600,000 warrants (the “Working
Capital Warrants”), each whole Working Capital Warrant entitling the holder thereof to purchase one share of Common Stock for
$11.50 per whole share, at a price of $1.00 per Working Capital Warrant; and


 


WHEREAS,
following consummation of the Offering, the Company may issue up to an additional 2,480,000 warrants (or
up to 2,852,000 warrants if the underwriters’ over-allotment option is exercised) to
purchase shares of Common Stock (“Extension Warrants”; together with the Public Warrants, the Private Placement Warrants,
and the Working Capital Warrants, collectively the “Warrants”) at a price of $1.00 per Extension Warrant, in consideration
of the binding commitment(s) of the Sponsor or its designees and affiliates in the event that the Company extends the time period within
which it must consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (“Business Combination”); and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-260360 (the “Registration
Statement”) and prospectus (the “Prospectus”), for the registration for offer and sale, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants, and the Common Stock included in
the Units and which Registration Statement has been declared effective by the Commission on November 22, 2021; 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,
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


 


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 Warrant, Working Capital Warrant, or Extension Warrant, 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.


 


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 ninetieth (90th) day after
the date of the prospectus, or (ii) such earlier date as Ladenburg Thalmann & Co. Inc., 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, including the proceeds
received by the Company from the exercise of the underwriters’ over-allotment option in the Offering, if the over-allotment option
is exercised prior to the filing of the Form 8-K and (ii) issues a press release announcing when such separate trading will begin.


 




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2.6 Private Warrants. Working
Capital Warrants, and Extension Warrants. The Private Warrants, Working Capital Warrants, and Extension Warrants will be issued in
the same form as the Public Warrants. The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the
subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the
Private Warrants (or any securities underlying the Private Warrants) until 30 days following the completion of the Company’s initial
Business Combination (except with respect to permitted transferees as described in the Warrant Purchase Agreement). The provisions of
this Section 2.6 may not be modified, amended or deleted without the prior written consent of the Representative. The issuance of any
Working Capital Warrants or Extension Warrants shall require the approval of the majority of the independent directors of the board of
the Company.


 


2.7 No Changes to Terms of Private
Warrants, Working Capital Warrants, and Extension Warrants. For the avoidance of doubt, in the event of any transfer, assignment or
sale of the Private Warrants, Working Capital Warrants, or Extension Warrants, the terms of the Private Warrants, Working Capital Warrants,
or Extension Warrants, as the case may be, shall remain the same irrespective of the holder thereof.


  


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 a share of Common Stock may be purchased
at the time such Warrants are exercised. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares of Common Stock upon the exercise of Warrants. If the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down to the nearest whole
number the number of shares of Common Stock to be issued to such holder.


 


3.2 Duration of Warrants. A
Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) 30 days
after the completion of the Company’s initial Business Combination and (ii) 12 months following the date of the Registration Statement
is declared effective by the SEC, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i)  five years after
the completion of the 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.


 


3.3  Exercise
of Warrants.


 


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


 


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


 




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(b) in
the event of redemption pursuant to Section 6 hereof in which a record holder of Warrants elects to exercise his, her or its Warrants
on a “cashless” basis, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the
five (5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the
Warrants pursuant to Section 6 hereof; or


 


(c) in
the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business
Days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the
difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely
for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise; or


  


3.3.2.       Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry
position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, 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 for cash 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 for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would
be unlawful.


 


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


 


3.3.4.       Date
of Issuance. Each person in whose name any book entry position or 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, 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, 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.


 




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3.3.5       Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (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 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 Transfer Agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


  


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 Common Stock, or by a forward or reverse split 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.


  


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 the 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 the 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 dividend or make a distribution in cash, securities
or other assets to the holders of shares of its Common Stock on account of such shares of Common Stock (or other shares of the Company’s
capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends
(as defined below), (c) to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial
Business Combination, (d) as a result of the repurchase of shares 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, or (e) 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).


  




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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 initial Business Combination at an issue price or effective issue price
of less than $9.20 per share, 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 a share of the Company’s Common Stock during
the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination
(the “Market Value”) is below $9.20 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 180% of the Market Value.


 


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 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 the 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. Notwithstanding anything to the contrary herein, in the event of
any tender offer for shares of common stock, the offeror shall not make any tender offer for Warrants if the effect of such offer would
be to require the Warrants to be accounted for as liabilities under applicable accounting principles.


 


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.


 




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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 its Common Stock to subscribe for shares of Common Stock, or (c) make a
tender offer, redemption offer or exchange offer with respect to its 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 its Common Stock, if any such date is to be fixed, and
shall briefly indicate the effect of such action on its shares of 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.


 


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 certified 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.


 




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


 


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, Working
Capital Warrants, and Extension Warrants.  The Warrant Agent shall not register any transfer of Private Warrants, Working Capital
Warrants, or Extension Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among
the initial stockholders or to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any of the Sponsor’s members, officers, directors, consultants or affiliates of the Sponsor or any of their
affiliates or any other pecuniary interest holders in the Sponsor at the time of the Offering or family members of the foregoing, (ii) to
an initial holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) in
the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization, (iv) in the case
of an individual, by virtue of the laws of descent and distribution upon death of such individual, (v) in the case of an individual,
pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation
of a Business Combination, (vii) by private sales or transfers made in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased, (viii) in the event of the Company’s
liquidation prior to its consummation of an initial Business Combination, (ix) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor, or (x) in the event that, subsequent to the consummation of
an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property,
in each case (except for clauses (vi), (viii), (ix) or (x) or with the Company’s prior written consent) on the condition that
prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee
(each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound
by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.


 


5.8. Transfers prior to
Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date.


  


6. Redemption.


 


 6.1 Redemption. Not
less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the
office of the Warrant Agent, upon the notice referred to in Section 6.2, at the Redemption Price (as defined below), provided that
the last sales price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof)
(the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day
period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption
is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of
the Warrants, and a current prospectus relating thereto, is available throughout the 30-day period immediately preceding the
date when the redemption is given; provided, however, that if and when the Warrants become redeemable by the Company, the Company may
not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. As used herein,
the “Redemption Price” shall mean either (i) if the holder of a Warrant has followed the procedures specified in the Company’s
notice of redemption and surrendered the Warrant, the number of shares of Common Stock as determined in accordance with Section 3.3.1(b)
of this Agreement or (ii) if the holder of a Warrant has not followed the procedures specified in the Company’s notice of redemption,
the price of $0.01 per Warrant.


  




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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 thirty (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 Warrants may be exercised, for cash or on a “cashless basis” in accordance with Section 3
of this Agreement, at the option of a holder, 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 exercise its right of redemption under
Section 6 hereof, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to
be received according to Section 3.3.1(b). If a record holder of Warrants has not followed the procedures specified in the Company’s
notice of redemption and has not surrendered his, her or its Warrant before the Redemption Date, then on and after the Redemption Date
such a holder shall have no further rights except to receive, upon surrender of the Warrants, the cash Redemption Price specified in clause
(ii) of the definition of the term “Redemption Price”.  


 


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


 


7.1 No Rights as Shareholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder 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 shareholders
in respect of the meetings of shareholders 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 the
initial 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. 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 SEC, 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 3.3.2. 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 the Representative.


  




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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 the 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 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.


 


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.


 




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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 moneys received by the Warrant Agent for the purchase of shares of the Company’s shares of Common
Stock through the exercise of Warrants.


 


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, overnight courier service or electronic mail,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Mana Capital Acquisition Corp.


Jonathan Intrater


Attention: Chief Executive Officer


8 The Green

Suite #12490

Dover, Delaware 19901


 




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with a copy to:


 


Becker & Poliakoff, LLP


45 Broadway, 17th Floor


New York, New York 10006


Attention: Jie C. Xiu, Esq.


 


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:


 


Continental Stock Transfer
& Trust Company


1 State Street


New York, New York 10004


Attention: Compliance Department


 


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.


 


9.3 Applicable Law and Exclusive
Forum. 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. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against
it 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 forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
claims brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of
the United States are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any
action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder.


  


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. Ladenburg Thalmann & Co. Inc., 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 Ladenburg Thalmann & Co. Inc. 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.


 




    	12 



    	 



    

 


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


  


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.


 


9.10 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.


 


 


 


[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.


 


MANA CAPITAL ACQUISITION CORP.


 


By: /s/ Jie C. Xiu


Name: Jie C. Xiu


Title: Corporate Secretary


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent


 


By: /s/ Michael Goedecke


Name: Michael Goedecke


Title: Vice President


 


Signature Page To The Warrant Agreement


 


 




    	14 



    	 



    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR
TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


MANA CAPITAL ACQUISITION CORP.


A Delaware corporation


 


CUSIP


 


Warrant Certificate


 


This Warrant Certificate certifies
that                       ,
or registered assigns, is the registered holder of              warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.00001
par value (the “Common Stock”), of Mana Capital Acquisition Corp. (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and non-assessable shares of Common Stock (each, a “Warrant”) as set forth
below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States
of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but
not defined herein shall have the meanings given to them in the Warrant Agreement (as defined on the reverse hereof).


 


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


 


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


 


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


 


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


  


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


 


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


 


 


	 	MANA CAPITAL ACQUISITION CORP.
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 




    	15 



    	 



    

 


[Form of Warrant Certificate]


 


[REVERSE]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are
issued or to be issued pursuant to a Warrant Agreement dated as of November 22, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer& Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the words  “holders” or
“holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement
may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


Notwithstanding anything else in
this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” if permitted
by the Warrant Agreement.  Additionally, if the Company fails to enter into a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses by August 26, 2022 (unless
extended), the Warrants evidenced by this Warrant Certificate shall expire worthless.


 


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


 


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


 


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


 


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




    	16 



    	 



    

 


Election to Purchase


Mana Capital Acquisition Corp.


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant has
been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in
accordance with subsection 3.3.2 and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is
a Private Warrant, Working Capital Warrant, or Extension Warrant that is to be exercised on a “cashless
basis” pursuant to subsection 3.3.2 of the Warrant Agreement, the number of shares that this Warrant is exercisable for
shall be determined in accordance with subsection 3.3.2 of the Warrant Agreement.


 


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


 


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


 


Date:                    ,
20


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


Signature Guaranteed:                                        


 


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


  


 




    	17 



    	 



    

 


LEGEND


 


[THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.][1]


 


[THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BETWEEN MANA CAPITAL ACQUISITION CORP., MANA CAPITAL LLC, AND THE DIRECTORS,
OFFICERS AND THEIR AFFILIATES AND DESIGNEES AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF PURSUANT TO THE
TERMS SET FORTH THEREIN.][2]


 


	No.	 	Warrants


 


 


 


———————


[1] [To be inserted for Private Warrant, Working Capital Warrant
or Extension Warrant]


[2] [To be inserted for Private Warrant, Working Capital Warrant
or Extension Warrant]