Exhibit
        4.4

   

  WARRANT
        AGREEMENT

   

  between

   

  HEARTLAND
      MEDIA ACQUISITION CORP.

   

  and

   

  CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY

   

  THIS
      WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Heartland Media Acquisition
      Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
      as warrant agent (in such capacity, the “Warrant Agent”).

   

  WHEREAS,
      the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity
      securities, each such unit comprised of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined
      below) (the “Units”) and, in connection therewith, has determined to issue and deliver 10,000,000 redeemable
      warrants (or up to 11,500,000 redeemable warrants to the extent the Over-allotment Option (as defined below) is exercised) to
      investors in the Offering (the “Public Warrants”); and

   

  WHEREAS,
      the Company has entered into that certain Private Placement Warrants Purchase Agreement with Heartland Sponsor LLC, a Delaware
      limited liability company (the “Sponsor”), pursuant to which the Sponsor has agreed to purchase an aggregate
      of 10,000,000 warrants (or 11,200,000 warrants if the Over-allotment Option is exercised in full) (the “Private Placement
        Warrants”) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable)
      at a purchase price of $1.00 per Private Placement Warrant, with each Private Placement Warrant bearing the legend set forth in
      Exhibit B hereto; and

   

  WHEREAS,
      in order to fund the Company’s working capital deficiencies or finance transaction costs in connection with an intended
      initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
      officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
      of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per warrant
      (the “Working Capital Warrants” and, collectively with the Public Warrants and the Private Placement Warrants,
      the “Warrants”); and

   

  WHEREAS,
      each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001
      per share (“Common Stock”), for $11.50 per whole share, subject to adjustment as described herein. Only whole
      Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant; and

   

  WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
      on Form S-1, File No. 333-[●] (the “Registration Statement”), and prospectus (the “Prospectus”),
      for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
      Public Warrants and the shares of Common Stock included in the Units (such shares, the “Offering Shares”);
      and

   

  

  
     

    
      

    

  

   

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

   

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

   

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

   

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

   

  1.            Appointment of Warrant Agent. The Company hereby
      appoints Continental Stock Transfer & Trust Company to act as agent
      for the Company for the Warrants, and Continental Stock Transfer & Trust Company 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 initially be
      issued in registered form only.

   

  2.2           Effect of Countersignature. If a physical
      certificate is issued, unless and until countersigned by the Warrant Agent pursuant
      to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

   

  2.3           Registration.

   

  2.3.1       
      Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
      of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
      Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
      in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be issued
      in book-entry form through the facilities of The Depository Trust Company (the “Depositary”) and registered
      in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be
      shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
      with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).

   

  If
      the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
      instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In 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 deliver to the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public
      Warrant and (ii) definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”),
      which shall be in the form annexed hereto as Exhibit A.

   

  

  
    2

    
      

    

  

   

  Physical
      certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Company’s board of
      directors (the “Board”) or the Chief Executive Officer, Chief Financial Officer, Secretary or other principal
      officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to
      serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
      as if he or she had not ceased to be such at the date of issuance.

   

  2.3.2       
      Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
      may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
      as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
      writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
      thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

   

  2.4          Detachability of Warrants. The shares of Common
      Stock and Public Warrants comprising the Units shall begin separate trading
      on the 52nd day following the date of the Prospectus or, if such 52nd day is not 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 with the consent of BofA Securities, Inc. and Moelis &
      Company LLC, as representatives of the several underwriters participating in the Offering (the “Detachment Date”),
      but in no event shall the shares of Common Stock and the Public Warrants comprising the Units be separately traded until (A) the
      Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt
      by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by
      the underwriters participating in the Offering of their right to purchase additional Units in the Offering (the “Over-allotment
        Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K (and, if the
      Over-allotment Option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current
      Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the Over-allotment Option),
      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.

   

  2.5          No Fractional Warrants Other Than as Part of Units.
      The Company shall not issue fractional Warrants other than as part
      of the Units. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive
      a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

   

  2.6          Private Placement Warrants and Working Capital Warrants.
      The Private Placement Warrants and the Working Capital Warrants
      shall be identical to the Public Warrants, except that so long as they are held by the original holders thereof or any of their
      Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Working Capital Warrants: (i) may
      be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common
      Stock issuable upon exercise of such Private Placement Warrants and Working Capital Warrants, may not be transferred, assigned
      or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be
      redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private
      Placement Warrants, Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private Placement Warrants
      or Working Capital Warrants that, in each case are held by the original holders thereof or any of their Permitted Transferees
      may be transferred by the holders thereof prior to that thirtieth day:

   

  (a)               
      to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
      any members of the Sponsor or any affiliates of the Sponsor;

   

  

  
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  (b)              
      in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of
      which is a member of the individual’s immediate family or an affiliate of such individual, 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 applicable Warrants or the shares of Common Stock, as the case may be, were originally purchased;

   

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

   

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

   

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

   

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

   

  2.7          Working Capital Warrants. Each of the Working
      Capital Warrants shall be identical to the Private Placement Warrants. Except
      as expressly provided herein or the context otherwise requires, the Working Capital Warrants shall be treated as Private Placement
      Warrants under this Agreement.

   

  3.            Terms and Exercise of Warrants.

   

  3.1          Warrant Price. Each whole Warrant shall, when
      countersigned by the Warrant Agent (if a physical certificate is issued),
      entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
      the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in
      Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used
      in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
      to the extent permitted hereunder) described in the prior sentence at which shares of Common Stock may be purchased at the time
      a Warrant is exercised. The Company, in its sole discretion, may lower the Warrant Price at any time prior to the Expiration Date
      (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at
      least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further
      that any such reduction shall be identical among all of the Warrants.

   

  

  
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  3.2          Duration of Warrants. A Warrant may be exercised
      only during the period (the “Exercise Period”) commencing
      on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock
      exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or
      more businesses (a “Business Combination”) and (ii) the date that is twelve (12) months from the date of the
      closing of the Offering, and terminating at the earliest to occur of: (x) 5:00 p.m., New York City time, on the date that is five
      (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company,
      if the Company fails to complete a Business Combination and (z) the Redemption Date (as defined below) for such Warrant as provided
      in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of
      any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with
      respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right
      to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital
      Warrant held by the original holders thereof or any of their Permitted Transferees in connection with a redemption pursuant to
      Section 6.1 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a
      Private Placement Warrant or a Working Capital Warrant held by the original holders thereof or their Permitted Transferees, in
      the event of a redemption pursuant to Section 6.1 hereof) not exercised on or before the Expiration Date shall become null
      and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York
      City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
      Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension
      to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the
      Warrants.

   

  3.3          Exercise of Warrants.

   

  3.3.1      
      Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
      thereof by delivering to the Warrant Agent at its Compliance Department (i) the Definitive Warrant Certificate evidencing the
      Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
        Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
      purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
        to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the
      Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered
      by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each
      full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
      of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as
      follows:

   

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

   

  (b)              
      in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the
      Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants to be exercised by a holder
      for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the
      number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value,” as
      defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value and (B) the product of 0.361 and
      the number of Warrants surrendered by such holder. Solely for purposes of this subsection 3.3.1(b), the “Fair Market
      Value” shall mean the volume-weighted average price of the shares of Common Stock for the ten (10) trading days ending on
      the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to
      Section 6 hereof;

   

  

  
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  (c)              
      with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working
      Capital Warrant is held by the original holders thereof or their Permitted Transferees, by surrendering the Warrants to be exercised
      by a holder for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product
      of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value,”
      as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value and (B) the product of 0.361
      and the number of Warrants surrendered by such holder. Solely for purposes of this subsection 3.3.1(c), the “Fair
      Market Value” shall mean the volume-weighted average price of the shares of Common Stock for the ten (10) trading days ending
      on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant,
      as the case may be, is sent to the Warrant Agent;

   

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

   

  (e)               
      as provided in Section 7.4 hereof.

   

  3.3.2      
      Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
      of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to
      the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common
      Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
      shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares
      of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be
      obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such
      Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common Stock
      issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Common Stock is
      available, subject to the Company’s satisfying its obligations under Section 7.4, or such Warrant may be exercised
      on a “cashless basis” in accordance with the terms of this Agreement. No Warrant shall be exercisable and the Company
      shall not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon
      such exercise is registered or qualified or deemed to be exempt from registration or qualification under the securities laws of
      the state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the
      Warrant exercise. The Company may require holders of Public Warrants to settle their Public Warrants on a “cashless basis”
      pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any
      Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the
      Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.

   

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

   

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

   

  

  
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  3.3.5      
      Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
      provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
        3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
      exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that
      after giving effect to such exercise, such holder (together with such holder’s affiliates), to the Warrant Agent’s
      actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as such holder may specify) (the “Maximum
        Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
      of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such holder 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 holder 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 holder 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 (A) the Company’s
      most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with
      the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) any other notice by the Company
      or the Company’s 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.

   

  4.1.1      
      Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
      shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common
      Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
      of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares
      of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price
      less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common
      Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under
      any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied
      by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the
      Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into
      or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration
      received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
      means the volume-weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
      day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market,
      regular way, without the right to receive such rights.

   

  

  
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  4.1.2       
      Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
      or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common
      Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (A) as described
      in subsection 4.1.1 above, (B) Ordinary Cash Dividends (as defined below), (C) to satisfy the redemption rights of the
      holders of the Common Stock in connection with a proposed initial Business Combination, (D) to satisfy the redemption rights of
      the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
      of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
      Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete the Business
      Combination within 18 months from the closing of the Offering or any extended time that the Company has to consummate a Business
      Combination beyond 18 months as a result of either (i) the election of the Company to extend such time up to an additional three
      months, subject to certain conditions, including the deposit of $2,000,000 (or $0.10 per unit) into the Trust Account (as defined
      in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental
      Stock Transfer & Trust Company, as trustee thereunder) or (ii) a stockholder vote to amend the Company’s amended and
      restated certificate of incorporation, or with respect to any other provision relating to stockholders’ rights or pre-initial
      Business Combination activity, or (E) in connection with the redemption of all of the Offering Shares upon the failure of the
      Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such
      non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
      decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair
      market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock
      in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
      means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
      cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of
      such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
      Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to
      the number of shares of Common Stock issuable on exercise of each Warrant) to the extent it does not exceed $0.50 per share.

   

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

   

  4.3          Adjustments in Exercise Price.

   

  4.3.1       
      Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
        4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
      upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
      shares of Common Stock so purchasable immediately thereafter.

   

  

  
    8

    
      

    

  

   

  4.3.2       
      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 its initial Business Combination at an issue
      price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to
      be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking
      into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”),
      held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “New Issuance Price”),
      (ii) aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
      available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination
      (net of redemptions) and (iii) the volume-weighted average trading price of the Common Stock during the 20-trading day period
      starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market
        Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115%
      of the higher of the Market Value and the New Issuance Price, and the $10.00 and $18.00 per share redemption trigger prices described
      in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to 100% and 180%, respectively,
      of the higher of the Market Value and the New Issuance Price.

   

  4.4          Replacement of Securities upon Reorganization, etc.
      In case of any reclassification or reorganization of the outstanding
      shares of Common Stock (other than a change under Section 4.1 or 4.2 hereof or that solely affects the par value
      of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
      or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation
      or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which
      the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
      and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
      or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
      or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder
      had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided,
      however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount
      of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
      or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
      weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger
      that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
      by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
      rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation
      or as a result of the redemption of shares of Common Stock by the Company if a proposed initial Business Combination is presented
      to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
      the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
      rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
      under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is
      a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the
      outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
      amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant
      holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
      Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and
      after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this
      Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of Common
      Stock in the applicable event is payable in the form of common equity in the successor entity that is listed for trading on a
      national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
      immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
      the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed
      with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price
      in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero)
      minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value
      of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped
      American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section
        6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume-weighted
      average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior
      to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT
      function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event
      and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term
      of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the shares of Common
      Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume-weighted
      average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior
      to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of
      Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
        4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
      reduced to less than the par value per share issuable upon exercise of the Warrant.

   

  

  
    9

    
      

    

  

   

  4.5           Notices of Changes in Warrant. Upon every
      adjustment of the Warrant Price or the number of shares of Common Stock issuable
      upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
      Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable
      at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon
      which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or
      4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address
      set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such
      notice, or any defect therein, shall not affect the legality or validity of such event.

   

  4.6           No Fractional Shares. Notwithstanding any provision
      contained in this Agreement to the contrary, the Company shall not
      issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
        4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
      the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued
      to such holder.

   

  

  
    10

    
      

    

  

   

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

   

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

   

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

   

  5.            Transfer and Exchange of Warrants.

   

  5.1           Registration of Transfer. The Warrant Agent shall
      register the transfer, from time to time, of any outstanding Warrant
      upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed
      with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
      The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

   

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

   

  5.3           Fractional Warrants. The Warrant Agent shall not be
      required to effect any registration of transfer or exchange of Warrants
      which would result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part
      of the Units.

   

  

  
    11

    
      

    

  

   

  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, shall supply the Warrant Agent with Warrants duly executed on behalf of the
      Company for such purpose.

   

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

   

  6.            Redemption.

   

  6.1           Redemption of Warrants When the Price per Share of
        Common Stock Equals or Exceeds $18.00. Subject to Section 6.5
      hereof, at any time while the Warrants are exercisable and prior to their expiration, the Company may, at its option, redeem all
      (and not part) of the outstanding Warrants, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
      as described in Section 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided
      (i) that the last reported sale price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in compliance
      with Section 4 hereof), for any twenty (20) trading days within the thirty (30) trading-day period ending on the third
      trading day prior to the date on which notice of the redemption is given and (ii) that there is an effective registration statement
      covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
      throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise
      of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.

   

  6.2           Redemption of Warrants When the Price per Share of
        Common Stock Equals or Exceeds $10.00. Subject to Section 6.5
      hereof, at any time while the Warrants are exercisable and prior to their expiration, the Company may, at its option, redeem all
      (and not part) of the outstanding Warrants, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
      as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided (i) that the last reported
      sale price of the Common Stock equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof),
      for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on
      which notice of the redemption is given, (ii) if the last reported sale price of the Common Stock is less than $18.00 (subject
      to adjustment in compliance with Section 4 hereof) for any twenty (20) trading days within the thirty (30) trading-day
      period ending on the third trading day prior to the date on which notice of the redemption is given, the Private Placement Warrants
      are also concurrently called for redemption on the same terms as the outstanding Public Warrants and (iii) there is an effective
      registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
      available throughout the 30-day Redemption Period. During the 30-day Redemption Period in connection with a redemption pursuant
      to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
      and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (as defined
      below) (calculated for purposes of the table as the number of months that the corresponding Redemption Date precedes the expiration
      date of the Warrants) and the “Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole
        Exercise”). Solely for purposes of this Section 6.2, “Fair Market Value” shall mean the volume-weighted
      average price of the Common Stock as reported during the ten (10) trading days immediately following the date on which notice
      of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant
      to this Section 6.2, the Company shall provide the Registered Holders with the Fair Market Value no later than one (1)
      Business Day after the ten (10) trading day period described above ends.

   

  

  
    12

    
      

    

  

   

  	 	 	Fair Market Value of Common Stock	 
	Redemption

            Date (period

            to expiration

            of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 


   

  The
      exact Fair Market Value and the Redemption Date may not be set forth in the table above, in which case, if the Fair Market Value
      is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of
      Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation
      between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates,
      as applicable, based on a 365 or 366-day year, as applicable.

   

  The
      stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
      of Common Stock issuable upon exercise of a Warrant is adjusted pursuant to Section 4.1 or Section 4.2. In such
      an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator
      of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
      of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above
      shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the
      Warrant Price is adjusted (i) pursuant to Section 4.3.2, the adjusted share prices set forth in the column headings of
      the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the New Issuance
      Price and the denominator of which is $10.00 and (ii) in the case of an adjustment pursuant to Section 4.1.2, the adjusted
      share prices set forth in the column headings of the table above shall equal the unadjusted share price less the decrease in the
      Warrant Price of a Warrant pursuant to such exercise price adjustment. In no event will the number of shares issued in connection
      with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).

   

  

  
    13

    
      

    

  

   

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

   

  6.4           Exercise After Notice of Redemption. The Warrants
      may be exercised for cash (or on a “cashless basis” in accordance
      with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall have been
      given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company determines
      to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b),
      the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received
      upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)
      hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
      to receive, upon surrender of the Warrants, the Redemption Price.

   

  6.5           Exclusion of Private Placement Warrants and Working
        Capital Warrants. The Company agrees that the redemption rights provided
      in Section 6.1 hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time
      of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the original holders thereof
      or their Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other
      than to the original holders thereof or Permitted Transferees in accordance with Section 2.6), the Company may redeem such
      Private Placement Warrants or Working Capital Warrants pursuant to Section 6.1 hereof, provided that the criteria for redemption
      are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants to exercise such
      Private Placement Warrants or Working Capital Warrants prior to redemption pursuant to Section 6.4. Private Placement Warrants
      and Working Capital Warrants that are transferred to persons other than the original holders thereof or Permitted Transferees
      shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants, respectively, and shall become Public
      Warrants under this Agreement.

   

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

   

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

   

  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.

   

  

  
    14

    
      

    

  

   

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

   

  7.4          Registration of Common Stock; Cashless Exercise at
        Company’s Option.

   

  7.4.1       
      Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20)
      Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file
      with the Commission a registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable
      upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
      within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of
      such registration statement, and a current prospectus relating thereto, until the redemption or expiration of the Warrants in
      accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth
      (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
      period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration
      statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained
      an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such
      Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act
      (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient
      obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess
      of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) the product
      of 0.361 and the number of Warrants surrendered for exchange. Solely for purposes of this subsection 7.4.1, “Fair
      Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading day
      period ending on the third trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder
      of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant
      Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public
      Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be
      an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
      with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock
      issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate
      (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall
      not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless
      and until all of the Warrants have been exercised or redeemed, the Company shall continue to be obligated to comply with its registration
      obligations under the first three sentences of this subsection 7.4.1.

   

  7.4.2       
      Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not
      listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
      18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants
      who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9)
      of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects,
      the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities
      Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and
      (y) use its commercially reasonable efforts to register or qualify the Common Stock issuable upon exercise of the Public Warrants
      under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

   

  

  
    15

    
      

    

  

   

  8.            Concerning the Warrant Agent and Other Matters.

   

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

   

  8.2           Resignation, Consolidation or Merger of Warrant Agent.

   

  8.2.1       
      Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
      Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
      appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
      within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
      or by the holder of a Warrant (who shall, with such notice, submit his, her or its 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 Company’s transfer agent for the Common Stock not later than the effective
      date of any such appointment.

   

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

   

  8.3          Fees and Expenses of Warrant Agent.

   

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

   

  

  
    16

    
      

    

  

   

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

   

  8.4          Liability of Warrant Agent.

   

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

   

  8.4.2       
      Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
      The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
      and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a
      result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

   

  8.4.3       
      Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
      to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
      for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
      not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
      method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
      nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
      shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall,
      when issued, be valid and fully paid and non-assessable.

   

  8.5          Acceptance of Agency. The Warrant Agent hereby
      accepts the agency established by this Agreement and agrees to perform the
      same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
      to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
      of shares of Common Stock through the exercise of the Warrants.

   

  8.6          Waiver. The Warrant Agent has no right of set-off or
      any other right, title, interest or claim of any kind (“Claim”)
      in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
      for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against
      the Trust Account and any and all rights to seek access to the Trust Account.

   

  9.            Miscellaneous Provisions.

   

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

   

  

  
    17

    
      

    

  

   

  9.2         
      Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
      holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
      sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
      (until another address is filed in writing by the Company with the Warrant Agent), as follows:

   

  Heartland
      Media Acquisition Corp.

      3282 Northside Pkwy Suite 275

      Atlanta, Georgia 30327

      Attention: Robert S. Prather, Jr.

   

  Any
      notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
      or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
      mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
      is filed in writing by the Warrant Agent with the Company), as follows:

   

  Continental
      Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: Compliance Department

   

  With
      a copy in each case to:

   

  Proskauer
      Rose LLP

      Eleven Times Square

      New York, New York 10036

      Attn: Daniel Forman, Louis Rambo

   

  and

   

  Davis
      Polk & Wardwell LLP

      450 Lexington Avenue

      New York, New York 10017

      Attn: Derek Dostal, Deanna Kirkpatrick

   

  and

   

  BofA
      Securities, Inc.

      One Bryant Park

      New York, New York 10036

      Attn: ECM Legal

   

  and

   

  Moelis
      & Company LLC

      399 Park Avenue, 5th Floor

      New York, New York 10022

      Attn: Steven Halperin

      Email: steven.halperin@moelis.com

   

  

  
    18

    
      

    

  

   

  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, including under the Securities Act, 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. Notwithstanding the foregoing, the provisions of this Section
        9.3 will not apply to suits 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 of America have exclusive jurisdiction. 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 of 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 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 Agreement. Nothing
      in this Agreement shall be construed to confer upon, or give to, any
      person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under
      or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
      stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
      and their successors and assigns and of the Registered Holders of the Warrants.

   

  9.5           Examination of the Warrant Agreement. A copy of
      this Agreement shall be available at all reasonable times at the office
      of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
      The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

   

  9.6           Counterparts. This Agreement may be executed in
      counterparts, each of which when so executed shall be deemed to be an original
      and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,”
      “signature” and words of like import in this Agreement or in any other certificate, agreement or document related
      to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including,
      without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without
      limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any
      contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same
      legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
      fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
      New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
      based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

   

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

   

  

  
    19

    
      

    

  

   

  9.8           Amendments. This Agreement may be amended by the
      parties hereto without the consent of any Registered Holder for the purpose
      of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
      any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
      and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments,
      including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the
      terms of only the Private Placement Warrants and/or Working Capital Warrants, shall require the vote or written consent of the
      Registered Holders of 65% of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant
      Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the
      consent of the Registered Holders.

   

  9.9           Severability. This Agreement shall be deemed
      severable, and the invalidity or unenforceability of any term or provision
      hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
      in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
      of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
      enforceable.

   

  [Signature
        Page Follows]

   

  
    20

    
      

    

  

   

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

   

  

  	 	HEARTLAND MEDIA ACQUISITION CORP.
	 	 	 
	 	By:	           
	 	Name: Robert S. Prather, Jr.
          

        
	 	Title:   Chief Executive Officer
          

        
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	          
	 	Name:
	 	Title:


   

  

  [Signature Page to Warrant Agreement] 

   

  
     

    
      

    

  

   

  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

   

  HEARTLAND
        MEDIA ACQUISITION CORP.

      Incorporated Under the Laws of the State of Delaware

   

  CUSIP
      [●]

   

  Warrant
        Certificate

   

  This
          Warrant Certificate certifies that               ,
      or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a
      “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”),
      of Heartland Media Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder,
      upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
      of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
      as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as
      provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
      of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
      and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
      to them in the Warrant Agreement.

   

  Each
      whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common
      Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
      Agreement.

   

  The
      initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share. If, upon the exercise of Warrants,
      a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round
      down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The Exercise Price is
      subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

   

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

   

  

  
    A-1

    
      

    

  

   

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

   

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

   

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

   

  

  	 	HEARTLAND MEDIA ACQUISITION CORP.
	 	 	 
	 	By:	       
	 	Name:
	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	    
	 	Name:
	 	Title:


   

  
    A-2

    
      

    

  

   

  Form
      of Warrant Certificate

   

  [REVERSE]

   

  The
      Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
      to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 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.

   

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

   

  Notwithstanding
      anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
      (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities
      Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
      as provided for in the Warrant Agreement.

   

  The
      Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise
      of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted.

   

  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.

   

  
    A-3

    
      

    

  

   

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

    

   

  

  
    A-4

    
      

    

  

   

  Election
      to Purchase

   

  (To
      Be Executed Upon Exercise of Warrant)

   

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

   

  In
      the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement
      and the Company has required cashless exercise pursuant to Sections 6.4 and 3.3.1(b) of the Warrant Agreement, the number
      of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b)
      of the Warrant Agreement.

   

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

   

  In
      the event that the Warrant is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless”
      basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant
      is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

   

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

   

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

   

  [Signature
        Page Follows]

    

   

  

  
    A-5

    
      

    

  

   

  Date:
                     , 20

   

  

  	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


   

  Signature
      Guaranteed:

   

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

   

  
    A-6

    
      

    

  

   

  Exhibit
      B

   

  Legend

   

  “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
      AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL
      LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG HEARTLAND MEDIA ACQUISITION CORP. (THE “COMPANY”),
      HEARTLAND SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
      PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS
      DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT
      AGENT (THE “WARRANT AGREEMENT”)) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
      WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND
      SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
      UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

   

  No.
      Warrants

   

  B-1