Exhibit 4.1

   

  WARRANT AGREEMENT

   

  THIS WARRANT AGREEMENT
    (this “Agreement”), dated as of December 8, 2021, is by and between Jackson Acquisition Company, a Delaware
    corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as
    warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

   

  WHEREAS, on December
    8, 2021, the Company entered into that certain Sponsor Warrants Purchase Agreement with RJ Healthcare SPAC, LLC, a Delaware limited
    liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 9,560,000 warrants
    (or up to 10,610,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as
    defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option,
    if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”, which
    term includes up to 1,500,000 additional Private Placement Warrants that may be issued upon conversion of Working Capital Loans
    (as defined below), as described in the next paragraph) at a purchase price of $1.00 per Private Placement Warrant. Each Private
    Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per
    share, subject to adjustment as described herein;

   

  WHEREAS, in order to
    finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition,
    stock 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 (“Working Capital Loans”), 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 Private Placement Warrant;

   

  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 up to 11,500,000 warrants (including
    up to 1,500,000 warrants subject to the Over-allotment Option (as defined below)) 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 share of Class A common stock of the Company, par value $0.0001 per share (“Common
      Stock”), for $11.50 per 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;

   

  WHEREAS, the Company
    has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
    File No. 333-254727, including the prospectus contained therein (the “Prospectus”), for the registration, under
    the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Common
    Stock included in the Units (such shares of Common Stock included in the Units, the “Public Shares”);

   

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

   

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

   

  
     

    
      

    

  

   

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

   

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

   

  1.                 
    Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
    and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
    set forth in this Agreement.

   

  2.                 
    Warrants.

   

  2.1             Form
      of Warrant. Each Warrant shall be issued in registered form only.

   

  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 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. Ownership of beneficial interests in the Public Warrants in book-entry
    form 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”).

   

  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, which shall be in
    the form annexed hereto as Exhibit A.

   

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

  

   

  
    2

    
      

    

  

   

  2.3.2       
    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 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 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 BofA Securities,
    Inc., but in no event shall the 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 received by the Company from the exercise by the underwriter of its
    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 Form 8-K, and (B) the Company issues a press release announcing when such separate trading
    shall begin. The Company will file the Form 8-K referred to in clause (A) of the preceding sentence promptly after the closing
    of the Offering and, if the Over-allotment Option is exercised following the filing of the initial Form 8-K, the Company will promptly
    file a second or amended current report on Form 8-K to provide updated financial information reflecting the exercise of the Over-allotment
    Option. Additionally, the Units will automatically separate into their component parts and will not be traded after completion
    of the initial Business Combination.

   

  2.5             
    No Fractional Warrants Other Than as Part of the Units. The Company shall not issue fractional Warrants other than as part
    of the Units, each of which is comprised of one share of Common Stock and one-half of one 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.

   

  2.6             
    Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long
    as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement 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 issued or issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until
    thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall only be redeemable by the
    Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment
    in accordance with Section 4 hereof) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof;
    provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock issued
    upon exercise of the Private Placement Warrants held by the Sponsor or any of its Permitted Transferees may be transferred by the
    holders thereof:

   

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

   

  (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 person or to a charitable organization;

   

  
    3

    
      

    

  

   

  (c)              
    in the case of an individual, by virtue of the 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 the Company’s initial Business Combination at prices
    no greater than the price at which the securities were originally purchased;

   

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

   

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

   

  (h)              
    in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar
    transaction which results in all of the holders of the Company’s Public Shares 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;

   

  (the transferees referred to in clauses
    (a) through (h) above are hereinafter called the “Permitted Transferees”); provided, however,
    that in the case of clauses (a) through (e) and clause (g), these Permitted Transferees must enter into a written agreement agreeing
    to be bound by these transfer restrictions and the other provisions of the letter agreement dated as of December 8, 2021 among
    the Company, the Sponsor and the officers and directors/director nominees of the Company party thereto and deliver such written
    agreement to the Company prior to or concurrently with the applicable transfer.

   

  3.                 
    Terms and Exercise of Warrants.

   

  3.1       Warrant
      Price. Each 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 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) 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 (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 (3) Business 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.

   

  
    4

    
      

    

  

   

  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 date on which the Company completes its initial Business Combination,
    and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York
    City time, on the earliest to occur of: (x) 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 in accordance with its amended and restated certificate of incorporation
    if the Company fails to complete its initial Business Combination, and (z) other than with respect to the Private Placement Warrants
    then held by the Sponsor or any Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if
    the Reference Value (as defined in Section 6.3 below) equals or exceeds $18.00 per share (subject to adjustment in compliance
    with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New
    York City time, on the Redemption Date (as defined below) 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 under the Securities Act or
    a valid exemption from registration being available. Except with respect to the right to receive the Redemption Price (as defined
    below) (other than with respect to Private Placement Warrants then held by the Sponsor or any Permitted Transferees in the case
    of an Inapplicable Redemption), each Warrant (other than a Private Placement Warrant then held by the Sponsor or any Permitted
    Transferees with respect to an Inapplicable 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 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 surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent with the subscription
    form, as set forth in the Warrant, duly executed (or, in the case of a Warrant in book-entry form, by delivering the Warrant and
    providing the information on the subscription form in accordance with the Depositary’s procedures), and by paying in full
    the Warrant Price for each full share of Common Stock as to which the Warrant is exercised (including by cashless exercise) 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 Warrant Agent;

   

  (b)              
    [Reserved];

   

  (c)              
    with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted
    Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to (i) if in connection with a redemption
    of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a
    Make-Whole Exercise (as defined below) and (ii) in all other scenarios, 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 “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 Fair Market Value” shall mean the average last reported sale
    price of the shares of Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which
    notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

   

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

   

  (e)              
    as provided in Section 7.4 hereof.

   

  
    5

    
      

    

  

   

  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 with respect to the shares of Common Stock underlying
    the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its
    obligations under Section 7.4 or unless a valid exemption from registration is available. No Warrant shall be exercisable
    and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable
    upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities
    laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6, a Registered Holder of
    Warrants may exercise its Warrants only for a whole number of shares of Common Stock. The Company may require holders of Public
    Warrants to settle the Warrant 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.

   

  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 the 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 person and its affiliates shall include the number of
    shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
    made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of
    the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
    portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
    any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to
    the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
    shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely
    on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K,
    quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a
    more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
    of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
    shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding.
    In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
    of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares
    of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
    the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
    that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

   

  
    6

    
      

    

  

   

  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 made to all or substantially all holders of the Common Stock entitling holders to purchase shares
    of Common Stock at a price less than the “Historical 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 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 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 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) “Historical Fair Market Value” means the volume weighted average price of the Common Stock during the ten
    (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable
    exchange or in the applicable market, regular way, without the right to receive such rights.

   

  4.1.2       
    Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially
    all of the holders of shares of Common Stock a dividend or makes 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 securities 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption of Public Shares in
    connection with the Company’s initial Business Combination or redeem 100% of the Public Shares if the Company does not complete
    the Business Combination within the time period required by the Company’s amended and restated certificate of incorporation,
    as amended from time to time or (B) with respect to any other provision of the Company’s amended and restated certificate of incorporation
    relating to stockholders’ 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 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, does not exceed $0.50 (as adjusted to appropriately reflect any of the events
    referred to in other subsections of this Section 4 but excluding cash dividends or cash distributions that resulted in an
    adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant), but only with
    respect to the amount of the aggregate cash dividends and cash distributions equal to or less than $0.50 per share (as adjusted
    if applicable).

   

  
    7

    
      

    

  

   

  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 Warrant Price. 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.

   

  4.4             
    Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares
    of Common Stock or securities that are convertible into or exchangeable or exercisable for 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, 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 per share trading
    price of Common Stock during the twenty (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, 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 and the $10.00 per share redemption trigger price
    described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
    Issued Price.

   

  
    8

    
      

    

  

   

  4.5             Replacement
      of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
    Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 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
    or entity (other than a consolidation or merger in which the Company is the continuing corporation or entity 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 Warrants 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 the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading
    on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
    quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
    the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed
    with the 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 (assuming zero dividends) (“Bloomberg”). For purposes of calculating
    such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall
    be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
    day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained
    from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
    event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
    term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common
    Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the amount
    of cash per share of Common Stock, if any, paid to the holders plus the volume weighted average price of the Common Stock as reported
    during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
    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, as applicable.
    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

    
      

    

  

   

  4.6             
    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 Section 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 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.

   

  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 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.

   

  
    10

    
      

    

  

   

  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 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. 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),
    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.

   

  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.

   

  
    11

    
      

    

  

   

  6.                 
    Redemption.

   

  6.1             
    Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may
    be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice
    to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant,
    provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section
      4 hereof) and (b) there is an effective registration statement under the Securities Act covering the issuance of 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).

   

  6.2             
    Redemption of Warrants for Common Stock. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants
    may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
    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 that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with
    Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with
    Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding
    Public Warrants. 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” pursuant to subsection 3.3.1
    and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated
    for purposes of the table as the period to expiration of the Warrants) and the “Redemption 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, the “Redemption Fair Market Value” shall mean the volume weighted average price of the shares of Common
    Stock for 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 Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day
    period described above ends.

   

  	 	 	Redemption 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	 


   

  
    12

    
      

    

  

   

  The exact Redemption
    Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption 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 shall be determined by a straight-line interpolation
    between the number of shares set forth for the higher and lower Redemption 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 issuable upon exercise
    of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise
    of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the
    share prices immediately prior to such adjustment, multiplied 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, (a) in the case of
    an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices
    immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the
    Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2
    hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less
    the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the Warrants be exercisable in connection
    with a Make-Whole Exercise for more than 0.361 shares of Common Stock per Warrant (subject to adjustment). In the event that the
    stock prices set forth under the column headings of the above table are adjusted as provided in the preceding sentences of this
    paragraph, then the references to “0.361” appearing in the immediately preceding sentence and in subsection 7.4.1
    shall be simultaneously adjusted to be equal to the number appearing in the $18.00 column of such table immediately after giving
    effect to such adjustment to the stock prices in such table; and, in the event that the stock prices set forth under the column
    headings of such table are subsequently adjusted as provided in the preceding sentences of this paragraph, then the number in the
    immediately preceding sentence and in subsection 7.4.1 shall again be adjusted as provided in this sentence.

   

  6.3       Date
      Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem 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 period lasting from such time until 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
    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 Sections 6.1 or 6.2 and (b) “Reference
      Value” shall mean the last reported sales price of the Common Stock 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.

   

  
    13

    
      

    

  

   

  6.4             
    Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant
    to Section 6.2 of this Agreement, on a “cashless basis” in accordance with such section) 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. On and
    after the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender
    of the Warrants, the Redemption Price.

   

  6.5             
    Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1
    hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
    to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
    to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not
    apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by
    the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted
    Transferees in accordance with Section 2.6 hereof), the Company shall redeem the Private Placement Warrants pursuant to
    Section 6.1 or 6.2 hereof, if the Company elects to redeem the Warrants pursuant to either such Section, provided
    that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise
    the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred
    to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public
    Warrants under this Agreement, including for purposes of Section 9.8 hereof.

   

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

   

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

   

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

   

  7.3             
    Reservation of 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.

  

  
    14

    
      

    

  

   

  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 fifteen (15)
    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 for the registration, under the Securities Act, of 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 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 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 issuance of shares of Common Stock issuable upon exercise of the Warrants and
    a current prospectus relating thereto, 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 thereto) 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) less the Warrant
    Price by (y) the Fair Market Value and (B) the product of 0.361 multiplied by the number of shares of Common Stock underlying the
    Warrants. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average
    price of the Common Stock for the ten (10) 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) to the effect 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 tradable without registration
    under the Securities Act 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, or otherwise reasonably acceptable to the Warrant
    Agent. 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. At such time as the Warrants become exercisable for a security other than shares
    of Common Stock, the Company (or, if applicable, the successor or surviving entity) will use its commercially reasonable efforts
    to register under the Securities Act the security issuable upon the exercise of the Warrants.

   

  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 does not satisfy the definition of a “covered security” under
    Section 18(b)(1) of the Securities Act (or any successor thereto), 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 thereto) 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 for sale the Common Stock issuable upon exercise
    of the Public Warrant under applicable blue sky laws to the extent an exemption is not available. Upon receipt of a notice of exercise
    for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Common Stock
    issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall
    issue such number of shares of Common Stock in connection with such cashless exercise.

   

  
    15

    
      

    

  

   

  7.4.3       
    State Securities Laws. Anything herein to the contrary notwithstanding, the Company will use its commercially reasonable
    efforts to register or qualify the Common Stock issuable upon the exercise of the Warrants under applicable state securities laws
    to the extent an exemption from such registration or qualification is not available (including, without limitation, the exemption
    available so long as the Common Stock is a “covered security” under (A) Section 18(b)(1) of the Securities Act or (B)
    solely in the case of shares of Common Stock being issued upon cashless exercise of a Warrant (if such cashless exercise is permitted
    under this Agreement), Section 18(b)(4)(E) of the Securities Act, provided that, in the case of this clause (B), such Warrant
    is being exercised pursuant and in accordance with Section 3(a)(9) of the Securities Act).

   

  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 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.

   

  
    16

    
      

    

  

   

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

   

  8.2.3       
    Merger or Consolidation of Warrant Agent. Any 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.

   

  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, President, 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, 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
    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.

   

  
    17

    
      

    

  

   

  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 (as defined in that certain Investment Management Trust Agreement, dated as of
    the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
    reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. 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.

   

  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:

   

  Jackson Acquisition Company

  

  2655 Northwinds Parkway 

  Alpharetta, GA 30009

  

  Attention: Richard L. Jackson

   

  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, 30 FL

  

  New York, New York 10004

  

  Attn: 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, 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 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.

   

  
    18

    
      

    

  

   

  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 of 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, 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 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 such holder’s Warrant for inspection by it.

   

  9.6              Counterparts.
    This Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all
    purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. The
    words “executed”, “execution,” “signed,” “signature,” and words of like import
    in this Agreement or in any certificate, agreement or document related to this Agreement shall include images of manually executed
    signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif”
    or “jpg”) but shall not include (nor shall this Agreement or any Warrant be executed or countersigned by means of)
    electronic signatures (including, without limitation, DocuSign and AdobeSign); provided that, notwithstanding the foregoing,
    certificates evidencing the Warrants may be signed by facsimile signature as provided in Section 2.3.1 hereof. The use of
    signatures transmitted electronically 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 (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, or (ii) 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. 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, shall require the vote or written consent of the Registered Holders of at least 65% of
    the then outstanding Public Warrants; provided that any amendment that solely affects the terms of the Private Placement
    Warrants or any provision of this Agreement solely with respect to the Private Placement Warrants shall also require at least 65%
    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 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.

   

  
    20

    
      

    

  

   

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

   

  

  	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	/s/ Richard L. Jackson
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive Officer


   

  

  	 	Continental Stock Transfer & Trust Company, as Warrant Agent
	 	 	 
	 	By:	/s/ Stacy Aqui
	 	 	Name: Stacy Aqui
	 	 	Title: Vice President


    

  

  [Signature Page to Warrant Agreement]

   

  
     

    
      

    

  

   

  EXHIBIT A

   

  Form of Warrant Certificate

   

  
     

    
      

    

  

   

  [Face of Warrant Certificate]

   

  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

   

  Jackson
        Acquisition Company

   

  Incorporated Under the Laws of the State
    of Delaware

   

   CUSIP 46653C 114

   

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

   

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

   

  Subject to the conditions
    set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
    by the end of such Exercise Period, such Warrants shall become void. 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, without regard to conflicts of
    laws principles thereof.

   

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


   

  
     

    
      

    

  

   

  [Reverse of Warrant Certificate]

   

  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 December 8, 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 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 issuance of 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 or another exemption from registration under the Securities Act.

   

  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 and the Exercise Price 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 a share of Common Stock, the Company shall, upon exercise,
    round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.

   

  Warrant Certificates,
    when surrendered at the 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 stockholder 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 _____________ shares of Common Stock
    and herewith tenders payment (which may be by cashless exercise) for such shares of Common Stock to the order of Jackson Acquisition
    Company (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 6.2 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 subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

   

  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 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, and is being exercised 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]

   

  
     

    
      

    

  

   

  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)).

   

  
     

    
      

    

  

   

  EXHIBIT B

   

  LEGEND

   

  “THE SECURITIES REPRESENTED BY THIS
    CERTIFICATE 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 Jackson Acquisition Company (THE
    “COMPANY”), RJ Healthcare SPAC, LLC AND THE OTHER PARTIES THERETO,
    THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE OF
    SUCH SECURITIES 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 THE RECITALS 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.”