Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT
AGREEMENT (this “Agreement”), dated as of April 8, 2021, is by and between Aldel Financial Inc., 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 (“the “Public Units”), each such Public Unit comprised of one share of Class
A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable
Public Warrant (as defined below);


 


WHEREAS,
in connection with the Offering, the Company has determined to issue and deliver 5,000,000 warrants (or up to 5,750,000 warrants
if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering, each such warrant exercisable
to purchase one share of Common Stock at a price of $11.50 per share and each exercisable only as a whole warrant and not as a
fraction thereof (the “Public Warrants”);


 


WHEREAS,
the Company has entered into that certain Underwriting Agreement with ThinkEquity, a division of Fordham Financial Management,
Inc., as a representative of the several Underwriters (the “Underwriters,” and such agreement, the “Underwriting
Agreement”), pursuant to which the Company has agreed to issue and deliver units of the Company’s equity securities
to the Underwriters, each such unit comprised of one share of Common Stock and one-half of one redeemable Underwriter Warrant (as
defined below) (the “Underwriter Units”);


 


WHEREAS, in connection with the Underwriting
Agreement, the Company has agreed to issue and deliver 25,000 warrants (or up to 28,750 warrants if the Over-allotment Option
is exercised in full) bearing the legend set forth in Exhibit B hereto to the Underwriters concurrently with the consummation
of the Offering, each such warrant exercisable to purchase one share of Common Stock at a price of $11.50 per share and each exercisable
only as a whole warrant and not as a fraction thereof (the “Underwriter Warrants”);


 


WHEREAS,
the Company has entered into that certain Private Placement Units Purchase Agreement (the “Private Placement Unit Purchase
Agreement”) with Aldel Investors LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase, simultaneously with the closing of the Offering, an aggregate of up to 515,000
units (the “Private Units”), each containing one share of Common Stock and one-half of one warrant, each
exercisable to purchase one share of Common Stock at a price of $11.50 per share, bearing the legend set forth in Exhibit C
hereto and each exercisable only as a whole warrant and not as a fraction thereof (the “Private Warrants”);


 


WHEREAS,
the Company has entered into that certain OTM Warrants Purchase Agreement (the “OTM Warrants Purchase Agreement”)
with the Sponsor and FG SPAC Partners LP, an affiliate of certain of our directors, pursuant to which the Sponsor and FG SPAC Partners
LP agreed to purchase, simultaneously with the closing of the Offering, an aggregate of 1,300,000 warrants bearing the legend set
forth in Exhibit C hereto at a price of $0.10 per warrant, each exercisable to purchase one share of Common Stock at $15.00
per share (the “OTM Warrants” and, together with the Underwriter Warrants and the Private Warrants, the
 “Private Placement Warrants”);


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as
defined below), the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors 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 1,500,000 units (the “Working Capital Units” and together with
the Public Units, the Private Units, and the Underwriter Units, the “Units”) at a price of $10.00
per Working Capital Unit, with each Working Capital Unit consisting of one share of Common Stock and one-half of one
redeemable warrant (a whole warrant of each such warrant, a “Working Capital Warrant”);


 


WHEREAS, the Company has filed with
the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-1, File No. 333-253166 (the “Registration Statement”), and prospectus (the
 “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
 “Securities Act”), of the Public Units, the Public Warrants and the Common Stock included in the
Public Units;



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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,
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”).




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If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry 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.


 


2.4 Detachability
of Warrants. The Common Stock and Public Warrants comprising the Public Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on
the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of ThinkEquity, a division of Fordham Financial Management, Inc., as a representative of the several
Underwriters, but in no event shall the Common Stock and the Public Warrants comprising the Public 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 Public 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. If, upon the detachment of Public
Warrants from Public 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. Other than with respect to Warrant Price (as defined below) and Exercise Period
(as defined below), as described in Sections 3.1 and 3.2, 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 either the Sponsor, FG SPAC Partners
LP, the Underwriters or any of their respective 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), (iii) shall not be redeemable by the Company and (iv) so long as they are
held by the Underwriters or their Permitted Transferees, will not be exercisable more than five years from the effective date of
the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A); 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 either the Sponsor, FG SPAC
Partners LP or 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, any affiliate of FG SPAC Partners LP, or any of their affiliates;



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(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; 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, FG SPAC Partners LP and the Company’s officers and directors.


 


2.7 Working Capital Warrants. Each of the Working Capital
Warrants shall be identical to the Private 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.


 


2.9 Underwriter
Warrants. If the Underwriter Warrants are held by holders other than the Underwriters or their Permitted Transferees, the Underwriter
Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.


 


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 one share of Common Stock at the Warrant Price (as defined below), 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, which shall be, unless adjusted as described in the preceding sentence, (i) $11.50 for the Public Warrants, Underwriter
Warrants, Private Warrants, Working Capital Warrants and Post-IPO Warrants and (ii) $15.00 for the OTM Warrants. The Company in
its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not
less than twenty (20) Business Days, provided that the Company shall provide at least twenty (20) days prior written notice
of such reduction to Registered Holders of the Warrants, and provided further that any such reduction shall be identical
among all of the Warrants.




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3.2 Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later
of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”) and (ii) the date that is twelve (12) months from the date of the closing
of the Offering, and terminating on the earlier to occur of: (i) (x) with respect to the Public
Warrants, Underwriter Warrants, Private Warrants, Working Capital Warrants and Post-IPO Warrants, 5:00 p.m., New York City time
on the date that is five (5) years after the date on which the Company completes its initial Business Combination and (y) with
respect to the OTM Warrants, 5:00 p.m., New York City time on the date that is ten (10) years after the date on which the Company
completes its initial Business Combination, (ii) the liquidation of the Company and (iii) other than with respect to the Private
Placement Warrants and the Working Capital Warrants then held by either the Sponsor, FG SPAC Partners LP or any officers or directors
of the Company, or any of their Permitted Transferees as provided in Section 6.1, the Redemption Date (as defined below)
as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that
the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below, with respect to an effective registration statement; and provided further, that the Private Placement Warrants then
held by the Underwriters or their Permitted Transferees will not be exercisable more than five (5) years after the effective date
of the Registration Statement in accordance with FINRA Rule 5110(g)(A). Except with respect to the right to receive the Redemption
Price (as defined below) 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 held by either the Sponsor, FG SPAC Partners LP or any officers or
directors of the Company, or their Permitted Transferees, in the event of a redemption for cash) 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:


 


(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”, as defined
in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3, the “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;




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(c) with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by either the Sponsor, FG SPAC Partners LP or any officer or director of the Company, the Underwriters or their
Permitted Transferees, 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”, 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 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 Warrant or Working
Capital Warrant 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 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 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 Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock,
the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


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


 


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




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3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to
the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect
the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 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.


 


4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common
Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares
of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price
less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common
Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied
by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering and 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 Public 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 Public 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 Public Units in the Offering).




    7


     


    



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


 


4.3 Adjustments in Warrant Price.


 


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.


 


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) 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.




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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 in connection with
the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an
amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance; provided, further,
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
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.


 


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.




    9


     


    

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, provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section
4.8 as a result of any issuance of securities in connection with the Business Combination. 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.


 


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.




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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 Public 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 Public
Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Public 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 for Cash. Subject to Sections 6.4 and 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 6.2 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 ending on the third Business 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.


 


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 Sponsor, FG SPAC Partners LP, the Underwriters or any of their respective 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 become redeemable on the same terms as the Public Warrants.




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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.


 


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 60th Business
Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared
effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the 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” (as
defined below) 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 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.




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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, as a result, the Common Stock does not 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 (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.


 


8.2 Resignation, Consolidation, or Merger of Warrant
Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the 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.




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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.


 


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.




    14


     


    

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:


 


Aldel Financial Inc.


105 S. Maple Street


Itasca, Illinois 60143


Attention: Robert I. Kauffman, 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


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with copies to:


 


Blank Rome LLP


405 Lexington Ave


New York, NY 10174


Attn: Brad L. Shiffman


  Yelena M. Barychev


Email: bshiffman@BlankRome.com


    Barychev@BlankRome.com


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Mitchell S. Nussbaum


  Giovanni Caruso


Email: mnussbaum@loeb.com


    gcaruso@loeb.com


 


9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such jurisdiction and that such courts represent an
inconvenient forum. Notwithstanding the foregoing, this Section 9.3 shall not apply to any action, proceeding or claim 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.




    15


     


    


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


 


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


 


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 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, and any amendment to the terms of only the Private Placement Warrants,
Working Capital Warrants or Post-IPO Warrants, shall require the vote or written consent of the Registered Holders of 50% of the
number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
Warrants, the 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, 50% 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.


 





	 	ALDEL
    FINANCIAL INC.
	 	 
	 	By:	/s/
    Robert I. Kauffman 
	 	Name:
      Robert I. Kauffman
	 	Title:
        Chief Executive Officer


 





	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/
    Ana Gois
	 	Name:
    Ana Gois
	 	Title:
    Vice President









 


[Signature
Page to Warrant Agreement]






    17 


     

    






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


 


ALDEL
FINANCIAL INC.


 


Incorporated
Under the Laws of the State of Delaware


 


CUSIP
01407X 112


 


Warrant
Certificate


 


This
Warrant Certificate certifies that _________________, or registered assigns, is the registered holder of warrant(s) evidenced
hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class
A common stock, $0.0001 par value per share (“Class A Common Stock”), of Aldel Financial Inc.,
a Delaware corporation (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
shares of Class A Common Stock as set forth below, at the exercise price (the “Warrant 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 Warrant
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


 


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


 


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


 


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


 


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


 




    18 


     

    

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.


 





	 	ALDEL FINANCIAL INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 





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






    19 


     

    

[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of  ____________,
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
 & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
 “holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






    20 


     

    

Election
to Purchase


(To
Be Executed Upon Exercise of Warrant)


 





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





 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement
and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of
Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and
Section 6.3 of the Warrant Agreement.


 


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


 


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


 





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


 







[Signature
Page Follows]


 






    21 


     

    




	 	 	 
	Date: ____________, 20___ 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature
Guaranteed:	 	 
	 	 	 







  


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).






    22 


     

    

EXHIBIT
B


 


UNDERWRITER
WARRANT LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS
OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION,
IS AVAILABLE.


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN UNDERWRITING AGREEMENT AMONG ALDEL FINANCIAL INC.
AND THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNDERWRITING AGREEMENT.”






    23 


     

    

EXHIBIT
C


 


PRIVATE
PLACEMENT WARRANT 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 ALDEL FINANCIAL INC. (THE “COMPANY”),
ALDEL INVESTORS LLC, FG SPAC PARTNERS LP, 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.”





    24