Exhibit
4.4


 


WARRANT
AGREEMENT


 


between


 


SUSTAINABLE
OPPORTUNITIES ACQUISITION CORP.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Sustainable Opportunities
Acquisition Corp., a Cayman Islands exempted company (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 [●], 2020, the Company entered into that certain Private Placement Warrants Purchase Agreement with Sustainable Opportunities
Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will
purchase an aggregate of 9,500,000 warrants simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B
hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant;
and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor
or an affiliate of the Sponsor or the Company’s officers and directors may loan to the Company funds as the Company may
require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants, which will be
identical to the Private Placement Warrants, at a price of $1.00 per warrant; and


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-half of one redeemable Public Warrant
(as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up
to 15,000,000 warrants (or up to 17,250,000 warrants to the extent the Option is exercised in full) to public investors in the
Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”).
Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share
(the “Ordinary Shares”), for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 333-237245 (the “Registration Statement”), and prospectus (the “Prospectus”)
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units
and the Public Warrants and the Ordinary Shares included in the Units; and


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


2.
Warrants.


 


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


 


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 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 its sole discretion, the Company
may instruct the Warrant Agent to deliver to the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation
each book-entry Public Warrant and (ii) definitive certificates in physical form evidencing such Warrants which shall be in the
form annexed hereto as Exhibit A with appropriate insertions, modifications and omissions, as provided above.


 


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


 






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


 


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


 


2.6
Private Placement Warrants.


 


2.6.1
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) may not be transferred, assigned or sold until the date that is thirty days after the completion by the Company of an initial
Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that
in the case of (ii) above, the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted
Transferees and issued upon exercise of the Private Placement Warrants 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,
any members of the Sponsor or their affiliates, or any affiliates of the Sponsor,


 






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(b)
in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of
which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization,


 


(c)
in the case of an individual, by virtue of 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 any forward purchase agreement or similar arrangement or in connection with
the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased,


 


(f)
by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder,


 


(g)
to the Company for no value for cancellation in connection with the completion of a Business Combination,


 


(h)
in the event of the Company’s liquidation prior to completion of a Business Combination, or


 


(i)
in the event of the Company’s liquidation, merger, share exchange or other similar transaction which results in all of the
Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination;


 


provided,
however, that in each case (except for clause (g), (h) or (i) or with the prior written consent of the Company) prior to
such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted
transferee (the “Permitted Transferees”) agrees to be bound by these transfer restrictions.


 


3.
Terms and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall
mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not
less than fifteen 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 five days’ prior
written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction
shall be identical among all of the Warrants.


 






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3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of (i) the date that is thirty days after the first date on which the Company completes a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more
businesses (a “Business Combination”) or (ii) the date that is twelve months from the date of the closing
of the Offering, and terminating at 5:00 p.m. New York City time on the earlier to occur of (x) the date that is five years after
the date on which the Company completes its Business Combination, (y) the liquidation of the Company if the Company fails to complete
a Business Combination and (z) other than with respect to the Private Placement Warrants, on the Redemption Date (as defined below)
as provided in Section 6.3 hereof (such date, 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. Except with respect to the right to receive the Redemption Price
(as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in Section 6
hereof), each outstanding Warrant (other than a Private Placement Warrant in the event of a redemption) not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty 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, when countersigned by the Warrant Agent,
may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of
its successor as Warrant Agent, designated by the Warrant Agent in the United States of America, with the subscription form, as
set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


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


 


(b)
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the
“Board”) has elected to require all holders of the Warrants to exercise such Warrants on a
“cashless basis,” by surrendering the Warrants for that number of Ordinary Shares per Warrant equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying such Warrant, multiplied
by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the Warrant
Price by (y) the Fair Market Value and (B) 0.365. Solely for purposes of this subsection 3.3.1(b) and Section 6.4,
the “Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for
the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of the Warrants, pursuant to Section 6 hereof;


 






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


 


(d)
as provided in Section 7.4 hereof.


 


3.3.2
Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of
the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue
to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, 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 Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not
be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such
Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public
Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4, or a valid exemption from registration is available. No Warrant shall be exercisable and the Company
shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Share 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. The Company may require holders of Public Warrants to settle
the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b) or Section 7.4. If, by reason
of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number
the number of Ordinary Shares to be issued to such holder.


 


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


 






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


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not 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 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”)
of the Ordinary Shares issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number
of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous to
the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this subsection 3.3.5,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary
Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two Business Days, confirm orally and in writing to such holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first day after such notice is delivered to the
Company.


 






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4.
Adjustments.


 


4.1
Share 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
Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar
event, then, on the effective date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on
exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering
to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value”
(as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Ordinary Shares) and (ii) one minus the quotient of (x) the price per Ordinary Share paid
in such rights offering and (y) the Fair Market Value. For purposes of this subsection 4.1.1, (a) if the rights offering
is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion, and (b) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported
during the ten-trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution to all or substantially all of the holders of the Ordinary Shares on account of such Ordinary Shares (or other
shares of the Company’s share capital into which the Warrants are convertible), in cash, securities or other assets,
other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to
satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association, or (e) in connection with the
redemption of the Ordinary Shares upon the failure of the Company to complete its initial Business Combination and any
subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any
cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash
dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of
such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in
other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant). Solely for
purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of
$0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares
during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price shall be
decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of
the difference between $0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in
such 365-day period, including such $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the
aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
dividend)).


 






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


 


4.3
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is
adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to
the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction, (x) the numerator of which
shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and
(y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 


If
(x) the Company issues additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares
for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective
issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith
by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class
B ordinary shares of the Company, par value $0.0001 per share (the “Class B ordinary shares”) held by the Sponsor
or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of the Class B ordinary
shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance
by the Company) by the Sponsor in connection with 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 an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading
day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 per share redemption trigger price shall be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






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4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change under subsection 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does
not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as
an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that
the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to
such event (the “Alternative Issuance” ); provided, however, that (i) if the holders
of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such 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 Ordinary Shares 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 Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with
redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum
and articles of association or as a result of the redemption of Ordinary Shares by the Company if a proposed initial Business
Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of
such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act (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 Ordinary Shares, the holder of a Warrant shall be
entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is
payable in the form of common equity in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the Registered Holder properly exercises the Warrant within thirty days following the public disclosure of the
consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the
Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to
such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value
of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a
Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such
amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall
be the volume weighted average price of the Ordinary Shares as reported during the ten-trading day period ending on the
trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety-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 Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary
Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the
ten-trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par
value per share issuable upon exercise of the Warrant.


 






    10


     


    

 


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


 


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


 


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


 


4.8
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Company’s Class B ordinary shares into Ordinary Shares or the conversion
of Class B ordinary shares into Ordinary Shares, in each case, pursuant to the Company’s amended and restated memorandum
and articles of association, as amended from time to time.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer 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.


 






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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.


 


6.
Redemption.


 


6.1
Redemption of Warrants. 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 while they are exercisable and prior to their expiration, 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 the reported closing price of the Ordinary Shares reported has been at least $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), on each of twenty trading days within the thirty-trading day
period ending on the third Business Day prior to the date on which notice of the redemption is given; and provided, further, that
there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company
has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 






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6.2
Reserved.


 


6.3 Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall
be mailed by first class mail, postage prepaid, by the Company not less than thirty days prior to the Redemption Date (the
“30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the 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. “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1.


 


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


 


6.5
Exclusion of Private Placement Warrants. Notwithstanding anything contained herein, the redemption rights provided in this
Section 6 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 may redeem the Private Placement
Warrants pursuant to this Section 6, 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.
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.


 


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


 


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


 


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


 






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


 


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


 


7.4.1
Registration of Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty Business
Days after the closing of its initial Business Combination, it shall use commercially reasonable efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) 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) 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 Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants
on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any
successor rule) or another exemption) for that number of Ordinary Shares per Warrant equal to the lesser of (A) the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying such Warrant, multiplied by the excess of the “Fair
Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.365. Solely for purposes
of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares as reported during the ten-trading day period ending on the trading day prior to the date that notice of
exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with
an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under U.S. federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule))
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or 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.


 


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


 






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8.
Concerning the Warrant Agent and Other Matters.


 


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


 


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 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or
by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the
holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its
principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder;
and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge and deliver any and all instruments
in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties and obligations.


 


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


 


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


 


8.3
Fees and Expenses of Warrant Agent.


 


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


 






    15


     


    

 


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


 


8.4
Liability of Warrant Agent.


 


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


 


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


 


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


 






    16


     


    

 


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


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and 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 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:


 


Sustainable
Opportunities Acquisition Corp.

1601 Bryan Street,


Suite
4141

Dallas, Texas 75201


Attention:
Scott Leonard


 


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


 


Continental
Stock Transfer & Trust Company

1 State Street,

30th Floor

New York, New York 10004

Attention: Compliance Department


 






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with
a copy in each case to:


 


Kirkland
& Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Christian O. Nagler

 Peter S. Seligson


 


9.3
Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the laws of another jurisdiction.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 






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9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i)
curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of
the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the
definition of “Ordinary Cash Dividend” as contemplated by the second sentence of subsection 4.1.2 or (iii) adding
or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this
Agreement. 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 65% of the then-outstanding Public Warrants and, solely with respect to any
amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private
Placement Warrants, 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.


 


Exhibit A
Form of Warrant Certificate


 


Exhibit B
Legend —Private Placement Warrants


 


[Signature
Page Follows]


 






    19


     


    

 


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


 


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


 





 






     


     


    

 


Exhibit A


 


Form
of Warrant Certificate


 


[FACE]


 


Number


 


Warrants



THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE

WARRANT AGREEMENT DESCRIBED BELOW



SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.

A Cayman Islands Exempted Company


 


CUSIP
[●]


 


Warrant
Certificate


 


This
Warrant Certificate certifies that             , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and, each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (the “Ordinary
Shares”), of Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”).
Each whole 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 Ordinary Shares as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or
through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender
of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below,
subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued
upon exercise of any Warrant. The number of Ordinary Shares 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 Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment
upon the occurrence of certain events 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.


 






    A-1


     


    

 


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


 


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


 


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


 


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


 






    A-2


     


    

 


Form
of Warrant Certificate


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of           , 2020 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement
may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 






    A-3


     


    

 


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


 


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


 






    A-4


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


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





 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement
and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4
of the Warrant Agreement.


 


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


 


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


 


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


 


[Signature
Page Follows]


 






    A-5


     


    

 


Date:
______, 20__


 


	 	
	 	(Signature)
	 	 
	 	
	 	(Address)
	 	 
	 	
	 	(Tax Identification Number)
	 	 
	 Signature Guaranteed:

                                                                                 

                                                                                ____________________________________
	

        

         



 


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


 






    A-6


     


    

 


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 SUSTAINABLE OPPORTUNITIES ACQUISITION
CORP. (THE “COMPANY”) AND THE OTHER SIGNATORIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL
BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) 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 CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER AN AGREEMENT TO BE ENTERED INTO BY THE COMPANY.”


 


 


B-1