Exhibit 4.1


 


WARRANT AGREEMENT


 


PEARL HOLDINGS ACQUISITION CORP



and



CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


December 14, 2021


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated December 14, 2021, is by and between Pearl Holdings Acquisition Corp, a Cayman Islands
exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose
trust company, as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that the Company enter
into that certain Private Placement Warrants Purchase Agreement with Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company
(the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 9,000,000 warrants (or up to 10,050,000
warrants if the underwriters in the Offering (defined below) exercise their Option to Purchase Additional Units (as defined below) in
full) simultaneously with the closing of the Offering (and the closing of the Option to Purchase Additional Units, if applicable), bearing
the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00
per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below)
at a price of $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, in order to finance the
Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
“Business Combination”), 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 $2,000,000 of such loans may be convertible into up to an additional 2,000,000 Private Placement Warrants at a
price of $1.00 per Private Placement Warrant; and


 


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 Ordinary Share and one-half of one Public Warrant (as defined below) (the
“Units”) and, in connection therewith, has determined to issue and deliver up to 10,062,500
redeemable warrants (including up to 1,312,500 redeemable warrants subject to the Option to Purchase Additional Units) to
public investors in the Offering (the “Public Warrants” and, together with the Private Placement
Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A
ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50 per
share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public 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.
333-261319 (the “Registration Statement”) and a 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 Ordinary Shares included in the Units and the Ordinary Shares issuable upon exercise of the Public Warrants; and


 


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


 


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


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent (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 the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant shall 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 certificated Warrant 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 in book-entry form, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 




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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 provide written instructions to the Depositary to deliver to the Warrant
Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive
certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in
the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall be signed
by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer 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, 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 Ordinary
Shares 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 on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open
for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date,
or earlier (the “Detachment Date”) with the consent of Morgan Stanley & Co. LLC, but in no event shall the
Ordinary Shares 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 of their right to purchase additional Units
in the Offering (the “Option to Purchase Additional Units”), if the Option to Purchase Additional Units is exercised
prior to the filing of the Current Report on Form 8-K, and (B) if the Detachment Date is earlier than the 52nd day following the date
of the Prospectus, the Company issues a press release announcing when such separate trading shall begin.


 


2.5 Fractional Warrants. The Company shall
not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-third of one whole
Public Warrant. If, upon the detachment of Public Warrants from the 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.


 




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2.6 Private Placement Warrants. The Private
Placement Warrants shall be identical to the Public Warrants, except that (i) the Private Placement Warrants may be exercised for cash
or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants (and Ordinary
Shares issuable upon exercise of the Private Placement Warrants) may be subject to certain transfer restrictions contained in the letter
agreement by and among the Company, the Sponsor and any other parties thereto, as amended from time to time, including that any permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions contained in such letter
agreement, and (iii) the Private Placement Warrants shall not be redeemable by the Company pursuant to Section 6.1 hereof.
The Private Placement Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless
of the transferee.


 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant Price. Each whole Warrant shall
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the
number of Ordinary Shares 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
or required hereunder) described in the prior sentence at which Ordinary Shares 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 20 Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are
listed or applicable law); provided that the Company shall provide at least three 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.


 


3.2 Duration of Warrants. A Warrant may be
exercised only during the period (the “Exercise Period”) (A) commencing on the date that is 30 days after
the first date on which the Company completes a Business Combination, and (B) terminating at the earliest to occur of (x) 5:00
p.m., New York City time on the date that is five years after the date on which the Company completes its initial Business Combination,
(y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association,
as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private
Placement Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 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) in the event of a redemption (as set forth in Section 6 hereof), each Warrant
(other than a Private Placement Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 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 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.


 




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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
corporate trust 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 Ordinary Shares
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) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such
Ordinary Shares, as follows:


 


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


 


(b) in the event of a redemption pursuant to Section
6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders
of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that
number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Public
Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection
3.3.1(b), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair
Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten trading day period
ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants pursuant to Section
6.2 hereof;


 


(c) with respect to any Private Placement Warrant,
by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined
in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this
subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the
Ordinary Shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the Private
Placement Warrant is sent to the Warrant Agent; or


 




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(d) as provided in Section 7.4 hereof.


 


3.3.2 Issuance of Ordinary Shares 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 Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any Ordinary Shares 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 with respect to the Ordinary Shares
underlying the Public Warrants is then effective and a prospectus relating thereto is current, or a valid exemption from registration
is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant
unless the Ordinary Shares issuable upon such Warrant exercise have been registered, 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. For the avoidance of doubt,
in no event will the Company be required to net cash settle the Warrant exercise. Subject to Section 4.6 of this Agreement, a Registered
Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. 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 an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to
such holder.


 


3.3.3 Valid Issuance. All Ordinary Shares
issued upon the proper exercise of a Warrant in conformity with this Agreement and the amended and restated memorandum and articles of
association of the Company, and upon registration in the Register of Members of the Company, shall be validly issued, fully paid and nonassessable.


 


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


 




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3.3.5 Maximum Percentage. A holder of a
Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the
election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not
have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% or such other amount as a holder
may specify (the “Maximum Percentage”), of the Ordinary Shares outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its
affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of
such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For
purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary
Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on
Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer
Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of
the holder of the Warrant, the Company shall, within two Business Days, confirm orally and in writing to such holder the number of Ordinary
Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares 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 issued and outstanding Ordinary Shares 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 61st day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Share Capitalizations.


  


4.1.1 Sub-Divisions. If after the date hereof,
and subject to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a capitalization
or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such
share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all holders of Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall
be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares 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 Ordinary Shares) multiplied by (ii) one minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided
by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, 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) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares during the ten trading day period ending on the trading
day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2 Extraordinary Dividends. If the Company,
at any time while the Warrants are outstanding and unexpired, pays to all holders of the Ordinary Shares a dividend or make a distribution
in cash, securities or other assets on account of such Ordinary Shares (or other shares 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 Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption
rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (i) 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 Company’s public shares if it does not complete its
initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association,
as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity or (e) in connection with the redemption of public 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 Ordinary Share 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 Ordinary Shares
during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which
amount shall be 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 Ordinary Shares issuable
on exercise of each Warrant).


 






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


   


4.3 Adjustments in Exercise Price. Whenever
the number of Ordinary Shares 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 Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.4 Raising of the Capital in Connection with
the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities 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 Ordinary Share (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 Class B Ordinary Shares, par value $0.0001 per share,
of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business
Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 shall
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the adjustment
in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock
dividends, stock combinations, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.


 




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4.5 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under Section
4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), 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 Ordinary Shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares,
stock or other equity 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 Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such merger or consolidation, 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 Ordinary Shares in such merger or consolidation 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 Ordinary Shares (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided
for in the Company’s amended and restated memorandum and articles of association or as a result of the redemption of Ordinary Shares
by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker
(within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is
a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) securities representing more than 50% of the aggregate
voting power, including the power to vote on the election of directors of the Company, of the issued and outstanding equity securities
of the Company, 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 shareholder 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 Ordinary Shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange
offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if less
than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares
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 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
(i) for Public Warrants, the value of a Public 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 (assuming zero dividends) (“Bloomberg”)
and (ii) for Private Placement Warrants, the value of a Private Placement Warrant immediately prior to the consummation of the applicable
event based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg, in each case, as calculated by an accounting,
appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified
to make such calculation. For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account,
(ii) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares during the ten trading day period
ending on the trading day prior to the effective date of the applicable event, (iii) 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 (iv) 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 Ordinary Shares
consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price
of the Ordinary Shares during the ten 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 Ordinary Shares 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 4.5. The provisions of this
Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 




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4.6 Notices of Changes in Warrant. Upon every
adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any,
in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3,
4.4, 4.5 or 4.9, 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.


 


4.7 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares 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 Ordinary Shares to be issued to such holder.


 


4.8 Form of Warrant. The form of Warrant need
not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; 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.


 




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4.9 Other Events. In case any event shall
occur affecting the Company as to which none of the provisions of the 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 registered
public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether
or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4
and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances
shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with a Business
Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such
opinion.


 


5. Transfer
and Exchange of Warrants.


 


5.1 Registration of Transfer. The Warrant
Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any
such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled
by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon 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 except as otherwise provided herein or with respect to any
Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend (as in the case, initially, of the Private Placement 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 which shall result in the issuance of a warrant certificate or
book-entry position for a fraction of a warrant, except as part of the Units.


 


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.


 




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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 Public Warrants for Cash.
Not less than all of the outstanding Public Warrants may be redeemed for cash, at the option of the Company, at any time during the Exercise
Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described in Section 6.2
below, at a Redemption Price of $0.01 per Public Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) either (i) there is an effective registration
statement covering the issuance of the Ordinary Shares issuable upon exercise of the Public Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below), or (ii) the Company has elected to
require the exercise of the Public Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof.


 


6.2 Date Fixed for, and Notice of, Redemption;
Redemption Price; Reference Value. In the event that the Company elects to redeem the Public Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date (the period lasting from such
time until the Redemption Date, the “30-day Redemption Period”) to the Registered Holders of the Public Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement,
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to
Section 6.1 and (b) “Reference Value” shall mean the last reported sale price of the Ordinary Shares
for any 20 trading days within the 30 trading day period ending on the third trading day prior to the date on which notice of the redemption
is given.


 




6.3 Exercise After Notice of Redemption.
The Public Warrants may be exercised for cash (or, if the Company has elected to require exercise on a “cashless basis” in
accordance with subsection 3.3.1(b) of this Agreement, on such “cashless basis”) at any time after notice of redemption
shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event 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 Ordinary Shares 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 Public Warrants shall have no further rights except to receive, upon
surrender of the Public Warrants, the Redemption Price.


 






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


 


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


 


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


 


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


 


7.4 Registration of Ordinary Shares; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of the Ordinary Shares.
The Company agrees that as soon as practicable, but in no event later than 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 (which may be, at the
election of the Company, a post-effective amendment to the Registration Statement) for the registration, under the Securities Act, of
the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same
to become effective within 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 expiration or redemption of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following
the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the 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
issuance of the Ordinary Shares issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis,”
by, subject to subsection 7.4.3, exchanging the Public Warrants (in accordance with Section 3(a)(9) of the Securities Act
or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Public Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten trading day period ending on the 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 Public 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 Ordinary Shares 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)
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 doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 




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7.4.2 Cashless Exercise at Company’s Option.
If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they
satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, 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 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 Ordinary Shares 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 for sale the Ordinary Shares issuable upon exercise of the Public Warrant
under applicable blue sky laws to the extent an exemption is not available.


 


7.4.3 Notwithstanding the forgoing, if at any time
pursuant to this Agreement the Public Warrants may be exercised on a “cashless basis” pursuant to both (i) subsection 3.3.1(b)
hereof and (ii) this Section 7.4, exercise of the Public Warrants must be completed pursuant to subsection 3.3.1(b) hereof.


 


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 Ordinary Shares 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.


 






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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 60 days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent or by the holder of 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 or other entity organized and existing under the laws of the State of New York, in good standing and having its
principal office in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and
the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant Agent.
Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity 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.


 


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.


 




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8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement. Whenever
in the performance of its duties under this 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, the Chief Financial Officer or the 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, fraud or bad faith. The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside 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, fraud 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 Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any
Ordinary Shares shall, upon registration in the Register of Members of the Company, be valid and fully paid and nonassessable.


 


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


 




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9. Miscellaneous
Provisions.


 


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


 


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


 


Pearl Holdings Acquisition Corp

767 Third Avenue, 11th Floor

New York, NY 10017

Attention: Chief Financial Officer


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


9.3 Applicable Law and Exclusive Forum. 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. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for
any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to 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
are the sole and exclusive forum.


 




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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 or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y)
having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel
in the foreign action as agent for such warrant holder.


 


9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity 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 United States of America,
for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant
for inspection by the Warrant Agent.


 


9.6 Counterparts. This Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


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


 






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9.8 Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or correcting any mistake,
including conforming the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus,
or defective provision contained herein, (ii) removing or reducing the Company’s ability to redeem the Public Warrants, or
(iii) adding or changing any 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 rights of the Registered Holders under this Agreement in any material
respect. This Agreement may be amended by the parties hereto with the vote or written consent of the Registered Holders of at least 50%
of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the Warrants to
be or continue to be, as applicable, classified as equity in the Company’s financial statements. All other modifications or amendments,
including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, (a) with respect to the terms of
the Public Warrants or any provision of this Agreement with respect to the Public Warrants, shall require the vote or written consent
of the Registered Holders of at least 50% of the then outstanding Public Warrants and (b) with respect to the terms of the Private Placement
Warrants or any provision of this Agreement with respect to the Private Placement Warrants shall require the vote or written consent of
at least 50% of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to and in accordance with 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.


 


Exhibit A Form of Warrant Certificate


Exhibit B Legend — Private Placement Warrants


 




    	 	20	 



     


    

 


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


 	 	PEARL HOLDINGS ACQUISITION CORP
	 	 	 	 
	 	By:	/s/
Martin F. Lewis
	 	 	Name:	Martin F. Lewis
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Warrant Agent
	 	 	 	 
	 	By:	/s/
Ana Gois
	 	 	Name:	Ana Gois
	 	 	Title:	Vice President





 


[Signature Page to Warrant Agreement]


  




     


     


    

 


EXHIBIT A


 


[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


 


Pearl Holdings Acquisition Corp


Incorporated Under the Laws of the Cayman Islands


 


CUSIP G44525 114


Warrant Certificate


 


This Warrant Certificate certifies that
                  , or registered assigns, is
the registered holder of                   warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001
par value (“Ordinary Shares”), of Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (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 nonassessable Ordinary Shares 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 Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


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


 




     


     


    

 


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


 


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.


 


	 	PEARL HOLDINGS ACQUISITION CORP 
	 	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


[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                      
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of December 14, 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, respectively) 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 (a) (i) a registration statement covering the issuance
of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the
Ordinary Shares is current, (b) through “cashless exercise” as provided for in the Warrant Agreement or (c)
the Ordinary Shares to be issued upon exercise may be issued pursuant to an exemption from registration under the Securities Act.


 


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


 






     


     


    

 


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


  


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


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) 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 shareholder of the Company.


 




     


     


    

  


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            Ordinary Shares
and herewith tenders payment for such Ordinary Shares to the order of Pearl Holdings Acquisition Corp (the “Company”)
in the amount of $           in accordance with the terms hereof. The undersigned requests
that a certificate for such Ordinary Shares be registered in the name of                           ,
whose address is            and that such Ordinary Shares be delivered to           
      whose address is                .
If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such Ordinary Shares be registered in the name of                ,
whose address is                   and that such Warrant Certificate
be delivered to                , whose address is                .


 


In the event that the Warrant is a Public Warrant
that is to be exercised on a “cashless” basis as required by the Company pursuant to Section 6.1 of the Warrant Agreement,
the number of Ordinary Shares 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 is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the
number of Ordinary Shares 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 a Public Warrant
that is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


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


 


[Signature Page Follows]


 




     


     


    

  


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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




     


     


    

 


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 (THE “LETTER AGREEMENT”)
BY AND AMONG PEARL HOLDINGS ACQUISITION CORP (THE “COMPANY”), PEARL HOLDINGS SPONSOR LLC AND THE OTHER PARTIES THERETO, THE
SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DESCRIBED IN SECTION 7(c) OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED HEREBY AND CLASS A ORDINARY SHARES 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.	WARRANT