Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of [●], 2021, is by and between Atlas Crest Investment Corp. V, a
Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as
the “Transfer Agent”).


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-fourth of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 5,000,000 warrants (or up to 5,750,000 warrants if the
Over-allotment Option (defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company
has entered into that certain Private Placement Warrants Purchase Agreement (“Private Placement Warrants Purchase Agreement”)
with Atlas Crest Investment III LLC, a Delaware limited liability company (the “Sponsor”), pursuant to
which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or 4,400,000 in the event that the Over-allotment Option
is exercised in full) 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 $1.50 per Private Placement Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (defined in Section
3.2), the Sponsor, an affiliate of the Sponsor, the Company’s officers and directors and other third parties may, but
are not obligated to, 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 1,000,000 warrants at a price of $1.50 per warrant (the “Working Capital Warrants”);


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1, File No. 333-251893 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Common Stock included in the Units;


 


WHEREAS, following
consummation of the Offering, the Company may issue additional warrants (the “Post IPO Warrants,” and
together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination;


 


WHEREAS, each whole
Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as
described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction
of a Warrant;


 


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, and, if a physical certificate is issued, shall be in
substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or
bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer,
Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public
Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant
Certificate”).


 


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


 


2.3            Registration.


 


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


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions, as provided above.


 


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 a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent),
for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 






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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 Cantor Fitzgerald & Co., as representative of the several underwriters (the “Representative”),
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 underwriters of
their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the 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            Fractional Warrants.
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-fourth 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 of Warrants to be
issued to such holder.


 


2.6            Private Placement
Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as
applicable, the Private Placement Warrants and the Working Capital 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 (30)
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) the Private Placement Warrants and the Working Capital
Warrants and any shares of Common Stock held by the Sponsor, any officers or directors of the Company or any Permitted Transferees,
as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred
by the holders thereof:


 


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



 


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



 


		(c)	in the case of an individual, by virtue of laws of descent and distribution upon death of such person;



 


		(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 an initial Business Combination at prices no greater than the price at which the Warrants were originally
purchased;



 


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



 


		(g)	in the event of the Company’s liquidation prior to the consummation of a Business Combination; or



 


		(h)	in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
shares of Common Stock for cash, securities or other property;



 






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provided, however, that,
in the case of clauses (a) through (f), these transferees (the “Permitted Transferees”) enter into a
written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions
contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers
and directors.


 


2.7            Working Capital
Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8            Post-IPO Warrants.
The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as
may be agreed upon by the Company.


 


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 at which shares of Common Stock may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20)
days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such
reduction shall be identical among all of the Warrants.


 


3.2   
         Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the
Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses (a “Business Combination”), and (ii)
the date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City
time on the earlier 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, or (z) other than with respect to the Private Placement
Warrants and the Working Capital Warrants to the extent then held by the original purchasers thereof or their Permitted
Transferees, the Redemption Date (defined in Section 6.2) as provided in Section 6 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. Except with respect to the right to receive the Redemption Price (defined in Section
6.1) (other than with respect to a Private Placement Warrant or a Working Capital Warrant) to the extent then held by the
original purchasers thereof or their Permitted Transferees in the event of a redemption (as set forth in Section 6
hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant to the extent then
held by the original purchasers thereof or their Permitted Transferees 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
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.


 


3.3            Exercise
of Warrants.


 


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


 






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		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent
or by wire transfer 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 shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value over the Warrant Price by
(y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, “Fair Market
Value” shall mean the average closing price of the Common Stock for the ten (10) trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section
6 hereof;



 


		(c)	with respect to any Private Placement Warrants or Working Capital Warrants, so long as such Private Placement Warrants or Working
Capital Warrants are held by the original purchaser thereof or its Permitted Transferee, by surrendering the Warrants for that
number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the excess of the Fair Market Value over the Warrant Price by (y) the Fair Market Value.
Solely for purposes of this subsection 3.3.1(c), “Fair Market Value” shall mean the average closing
price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise
of the Private Placement Warrants or Working Capital Warrants is sent to the Warrant Agent; or



 


		(d)	as provided in Section 7.4 hereof.



 


3.3.2     Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall
issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares
of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and
if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced
by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee
for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after
such exercise. 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. 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. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be
entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit
containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of
Public Warrants to settle 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.


 






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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 4.9% or 9.8% (or such other amount as a 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.


 






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4.               Adjustments.


 


4.1            Stock Dividends.


 


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


 


4.1.2     Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the
holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation (as amended from time to time, the “Charter”) to modify the substance
or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the
Offering if the Company does not complete the Business Combination within the period set forth in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, or to
provide for redemption in connection with a Business Combination or (e) in connection with the redemption of public shares of
Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business
Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to
herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as
determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of
such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash
Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per
share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on
the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


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.


 


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


 






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4.3.2     If (x) the Company
issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing
of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B
Common Stock (as defined below in Section 4.9) held by such stockholders or their 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 funding the initial Business Combination (net
of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the 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 last sales price of the Common Stock that triggers the Company’s
right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price.


 


4.4            Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change under 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
entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing
corporation (and is not a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock
of the Company in substantially the same proportions immediately before such transaction) and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the
assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her
or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however,
that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of
the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held
by stockholders of the Company as provided for in the Charter 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 (but in no event less than zero) of (i) the Warrant Price in effect prior to such
reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of
each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be
the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day
of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury
rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if
the consideration paid to holders of the 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, 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. 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.


 






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


 


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


 


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


 


4.8            Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of 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.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9            No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into shares
of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to
the Charter.


 






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5.               Transfer
and Exchange of Warrants.


 


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


 


5.2            Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry
Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another
nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided  further,
however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3            Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange 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 6.4 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 6.2 below, at the price of $0.01 per Warrant
(the ”Redemption Price”), provided that the closing price of the Common Stock reported has been
at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days
within the thirty (30) trading-day period commencing once the Warrants become exercisable and ending on the third trading day
prior to the date on which notice of the redemption is given; provided further that there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and such cashless exercise
is exempt from registration under the Securities Act.


 






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6.2            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 (30) days prior to the Redemption Date
(such period, the “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.


 


6.3            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
6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall
contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants,
including the Fair Market Value (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the
Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 


6.4            Exclusion of Certain
Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement
Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable
by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
continue to be held by the original purchasers thereof or their Permitted Transferees, as applicable. However, once such Private
Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section
2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the
Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for
redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO
Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption
pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such
Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become
Public Warrants under this Agreement.


 


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


 


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


 


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


 


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.


 






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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 best efforts to file with the Commission
a registration statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise
of the Warrants. The Company shall use its best 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)
Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period
beginning on the sixty first (61st) Business Day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have
maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the 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
over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market
Value” shall mean the average closing price of the Common Stock as reported 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) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be
freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule
144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive
legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have
been exercised or 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 Common Stock is at the time of any exercise of a Warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, 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 (i) 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 Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or
(ii) if the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the Common Stock
issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant
holder to the extent an exemption is not available.


 


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.


 






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8.2           Resignation, Consolidation, or Merger of Warrant Agent.


 







8.2.1          
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving 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 the holder’s 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 Common Stock not later than the effective date of
any such appointment.


 


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


 


8.3            Fees
and Expenses of Warrant Agent.


 


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


 


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, President,
Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


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


 


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


 






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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:


 


Atlas Crest Investment Corp. III

399 Park Avenue

New York, New York 10022

Attention: Michael Spellacy, Chief Executive Officer


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


In each case, with copies to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Christian O. Nagler

Email: cnagler@kirkland.com


 






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and


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 1010


		Attn:	Douglas S. Ellenoff
	 	 	Stuart Neuhauser
	 	Email:	ellenoff@egsllp.com
	 	 	sneuhauser@egsllp.com



 


9.3           Applicable Law; 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, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


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


 


9.4           Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants and, for purposes of Sections
7.4, 9.4 and 9.8, the Representative, 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, for purposes of Sections
7.4, 9.4 and 9.8, the Representative, 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 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.


 






    15


     


    

 


9.8           Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i)
for the purpose of curing any ambiguity, or curing, correcting or supplementing any mistake, including to conform the provisions
of this Agreement to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or any defective
provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement
as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered
Holders, and (ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or
amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require
the vote or written consent of the Registered Holders of a majority of the number of the then outstanding Public Warrants and,
solely with respect to any amendment to the terms of the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
or any provision of this Agreement with respect to the Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants,
a majority of the number of then outstanding Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
and 3.2, respectively, without the consent of the Registered Holders.


 


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


 


[Signature Page Follows]


 






    16


     


    

 


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


 


	 	ATLAS CREST INVESTMENT CORP. V
	 	 
	 	 
	 	By:	 
	 	Name: 	Michael Spellacy
	 	Title:	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Agreement]


 






    


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 






    


     


    

 


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 ATLAS CREST INVESTMENT CORP. V (THE “COMPANY”), ATLAS CREST
INVESTMENT V-A LLC AND ATLAS CREST INVESTMENT V-B LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS
INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT 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 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.”