Exhibit
4.1


 


WARRANT
AGREEMENT


 


This
Warrant Agreement (“Warrant Agreement”) is made as of December 23, 2020, by and between Ventoux CCM Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant
Agent”).


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of 15,000,000 units (the “Units”)
of the Company (and up to 2,250,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit
consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-twentieth
of one share of Common Stock, and one warrant (the “Public Warrant” or “Public Warrants”), each
whole Public Warrant entitling its holder to purchase one-half of one share of Common Stock (the “Public Warrant Shares”);


 


WHEREAS,
the Company has received a binding commitment from Ventoux Acquisition Holdings LLC to purchase up to 4,450,000 warrants and Chardan
International Investments, LLC to purchase up to 2,225,000 warrants, each for a purchase price of $1.00 per warrant, pursuant to the
Subscription Agreements, dated as of December 23, 2020 (collectively, the “Subscription Agreements”), and in
connection therewith, will issue and deliver up to 6,675,000 warrants (the “Private Warrants”, together with the Public
Warrants, the “Warrants”), each whole Private Warrant entitling its holder to purchase one share of Common Stock (“Private
Warrant Shares”, and together with the Public Warrant Shares, the “Warrant Shares”);


 


WHEREAS,
the Company may issue such additional warrants to purchase shares of Common Stock hereunder from time to time (together with the Public
Warrants and the Private Warrants, the “Warrants”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-251048 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the
“Act”) of, among other securities, the Public Warrants;


 


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, terms and provisions of the Warrants, including 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 legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Warrant 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 Warrant Agreement.


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant other than a Private Warrant shall be: (a) issued in registered form only, (b) in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature
of, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer of the Company. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 






     


     


    

 


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


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of
the original issuance and transfers 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.


 


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 shall be registered upon the Warrant Register (“Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the 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. Each of the securities comprising the Units will begin to trade separately on (i) the 90th day after
the effectiveness of the Registration Statement, or (ii) such earlier date as Chardan Capital Markets, LLC, as representative of the
underwriters (the “Representative”), shall determine is acceptable (such date, the “Detachment Date”).
In no event will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report on Form 8-K
with the SEC including audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering and
(ii) issues a press release announcing when such separate trading will begin.


 


2.5
Private Warrants. The Private Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option
pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants
are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreements). The Private
Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the
Private Warrants) for a period of three hundred sixty (360) days following the effective date of the Registration Statement to anyone
other than any member participating in the Public Offering and the officers or partners thereof, if all securities so transferred remain
subject to the lock-up restriction set forth above for the remainder of the time period.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to
the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at $11.50 per full share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price”
as used in this Warrant Agreement refers to the price per whole share at which shares of Common Stock may be purchased at the time such
Warrant is exercised. The Public Warrants may only be exercised for a whole number of Warrant Shares by a Registered Holder.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the
later to occur of (i) the completion of the Company’s initial business combination and (ii) 12 months following the closing of
the Public Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) (A) five years following the completion
of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of
the Registration Statement with respect to the Private Warrants purchased by Chardan International Investments, LLC, provided
that once the Private Warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the
Private Warrants may not be exercised five years following the completion of the Company’s initial business combination, and (ii)
the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”).
Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement
shall cease at the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide written notice of not less than 10 days to Registered Holders of such extension
and that such extension shall be identical in duration among all of the then outstanding Warrants. Notwithstanding the above, the Private
Warrants (and the Private Warrant Shares that are issuable upon exercise of the Private Warrants) to be purchased by Chardan International
Investments, LLC have been deemed compensation by Financial Industry Regulatory Authority, Inc. (“FINRA”) and are therefore
subject to a 180-day lock-up described in the following sentence pursuant to FINRA Rule 5110(e)(1) commencing on the effective date
of the Registration Statement as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these Private Warrants.
Pursuant to FINRA Rule 5110(e)(1), the Private Warrants (and the Private Warrant Shares that are issuable upon exercise of the Private
Warrants) purchased by Chardan International Investments, LLC will not be sold during the offering, or sold, transferred, assigned, pledged,
or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of such securities by any person for a period of 180 days immediately following the effective date of the Registration Statement,
except to any underwriter and selected dealer participating in the initial public offering made pursuant to the Registration Statement
and their bona fide officers or partners, provided that all such securities so transferred remain subject to the lockup restriction above
for the remainder of the time period.


 






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3.3
Exercise of Warrants.


 


3.3.1
Cash Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company,
may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, currently being:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004


Attn:
Compliance Department


 


with
the subscription form, as set forth in the Warrant, duly executed, and by paying in full, in lawful money of the United States, by certified
or bank cashier’s check payable to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s bank account,
the Warrant Price for each whole Warrant Share as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares, and the issuance of the Warrant Shares (such exercise,
a “Cash Exercise”). A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder
only during such times that there is an effective registration statement registering the Warrant Shares, with the prospectus contained
therein being available for the resale of the Warrant Shares.


 


3.3.2
Cashless Exercise. Subject to Section 2.4, notwithstanding anything contained herein to the contrary, if there is no effective
registration statement registering the Warrant Shares on any day the Registered Holder desires to exercise the Warrants and more than
120 days have passed since the Company complete its initial business combination, the Registered Holder may exercise the Warrants in
whole or in part in lieu of making a cash payment for whole numbers of Warrant Shares, by providing notice to the Chief Financial Officer
of the Company in a subscription form of its election to utilize cashless exercise, in which event the Company shall issue to the Holder
the number of Warrant Shares determined as follows:


 


X
= Y [(A-B)/A]


 


where:


 


X
= the number of Warrant Shares to be issued to the Holder.


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.


A
= the fair market value of one share of Common Stock.


B
= the Warrant Price.


 


The
Registered Holder may not exercise any Warrants in the absence of a registration statement except pursuant to this Section 3.3.2.
For purposes of this Section 3.3.2 and Section 4.1, the fair market value of one share of Common Stock is defined
as follows:


 


(i)
if the Company’s shares of Common Stock are listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global
Select Market, the NASDAQ Global Market or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value
shall be deemed the average of the closing price on such Trading Market for the 10 trading days ending on the third trading day immediately
prior to the date the subscription form is submitted to the Company in connection with the exercise of the Warrant; or


 






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(ii)
if the Company’s shares of Common Stock are not listed on a Trading Market, but is traded in the over-the-counter market, the fair
market value shall be deemed to be the average of the bid price on such Trading Market for the 10 trading days ending on the third trading
day immediately prior to the date the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii)
if there is no active public market for the Company’s shares of Common Stock, the fair market value of the shares of Common Stock
shall be determined in good faith by the Company’s board of directors.


 


3.3.3
Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall not be
required to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder
would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s
Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of
a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same time
by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be computed
on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.


 


3.3.4
Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company
shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option
of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) 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 or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant
shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered,
any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under
the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating
to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant
or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act
and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions
in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state
in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder
any cash consideration upon exercise or otherwise “net cash settle” the Warrant.


 


3.3.5
Valid Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.6
Date of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all
purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of
the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock transfer books are open.


 






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3.3.7
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 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.9% (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 the 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 shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). For purposes of the Warrant, in determining the number of outstanding 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 SEC as the case
may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Warrant 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, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares
of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding
shares of Common Stock. A rights offering to all holders of the shares of 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 shares of 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, if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in
determining the price payable for the shares of 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.


 


4.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event,
then, on the effective date of such consolidation, combination, 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.


 






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4.3
Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase 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 shares of 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 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or vote to extend the
time period to complete an initial Business Combination, (d) as a result of the repurchase of shares of Common Stock by the Company in
connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company
and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s liquidation and the distribution of its
assets upon its failure to consummate a Business Combination (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 the fair market value (as determined by the Company’s board of directors, 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 4.3,
“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 shares of 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). The foregoing adjustment shall not apply to the Private Warrants.


 


4.4
Adjustments in Exercise Price.


 


4.4.1
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1
and 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, (a) 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 (b) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.


 


4.4.2
If the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing
of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective
issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the co-sponsors
or their affiliates, without taking into account any Founder Shares held by the co-sponsors or such affiliates, as applicable, prior
to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (to the nearest
cent) to be equal to 115% of the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest
cent) to be equal to 165% of the market value (the volume weighted average trading price of its common stock during the 20 trading day
period starting on the trading day prior to the day on which the Company consummates its Business Combination).


 


4.5
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares
of Common Stock (other than a change covered by Sections 4.1, 4.2 or 4.3 hereof or one that solely affects the par value of such
shares of Common Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the
Registered Holders 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 Registered Holder would have received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such
event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 4.1, 4.2 or 4.3, then
such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.5. The provisions of this Section 4.5
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 






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4.6
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1 – 4.5 the Company shall give written notice to each Registered Holder, at the
last address set forth for such Registered Holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Warrant Agreement. However, 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
Notice of Certain Transactions. In the event that the Company shall (a) offer to holders of all its shares of Common Stock rights
to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling all the holders of shares of Common Stock to subscribe for shares
of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the shares of Common Stock, the Company
shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their
addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution
or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of shares of Common
Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the
number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property,
if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4
which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken
any such action.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Transfer of Warrants. Prior to the Detachment Date, the 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. From
and after the Detachment Date, this Section 5.1 will have no further force and effect.


 


5.2
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon the Company’s request.


 


5.3
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in
exchange therefor 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.


 


5.4
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate for a fraction of a warrant.


 






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5.5
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.6
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6.
Redemption.


 


6.1
Redemption. Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding Warrants may
be redeemed, in whole and not in part, at the option of the Company, at any time from and after the Warrants become exercisable, and
prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01
per Warrant (“Redemption Price”); provided that the last sales price of the shares of Common Stock has been equal
to or greater than $16.50 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any
twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of
redemption is given and provided further that there is a current registration statement in effect with respect to the shares of Common
Stock underlying the Warrants for each day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption
Date (defined below). For avoidance of doubt, if and when the warrants become redeemable by the Company under this Section, the Company
may exercise its redemption right, even if it is unable to register or qualify the Warrant Shares for sale under all applicable state
securities laws.


 


6.2
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Warrants to be
redeemed at their last addresses as they shall appear on the Warrant Register. 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 in accordance with Section 3 of this Warrant 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; provided that the Company may require the Registered Holder who desires to exercise the Warrant to elect cashless exercise as set
forth under Section 3.3.2, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires.
On and after the Redemption Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 


6.4
No Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant
shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant
under this Warrant Agreement.


 


7.
Other Provisions Relating to Rights of Registered 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 terms 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.


 






    8


     


    

 


7.3
Reservation of shares 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 will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to
this Warrant Agreement.


 


7.4
Registration of shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30)
business days after the closing of a Business Combination, it shall use its best efforts to file with the SEC a registration statement
for the registration under the Act of the shares of Common Stock issuable upon exercise of the Warrants, and 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 Warrant Agreement. In addition, the Company agrees to use its best efforts
to register the shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is
not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company will, 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 Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing,
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the Registered Holder of the Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered 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.
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 be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities.
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 shares of 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 Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 






    9


     


    

 


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 Warrant Agent hereunder
and will 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 Warrant Agreement.


 


8.4
Liability of Warrant Agent.


 


8.4.1
Reliance on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or 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 Warrant 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 hold 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 Warrant 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 Warrant Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it 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 Warrant
Agreement or any Warrant or as to whether any shares of Common Stock will 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 Warrant 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 moneys received by the Warrant Agent for the purchase of
shares of the Company’s shares of Common Stock through the exercise of Warrants.


 


8.6
Waiver. The Warrant Agent hereby waives any 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.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Warrant 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.


 






    10


     


    

 


9.2
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the
Registered Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight
courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Ventoux
CCM Acquisition Corp.

1 East Putnam Avenue, Floor 4


Greenwich,
CT 06830


with
a copy (which shall not constitute notice) to:


Loeb
& Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Giovanni Caruso


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the
Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004


 


Any
notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it
is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified
mail on the third day after registration or certification thereof.


 


9.3
Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company
and the Warrant Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way
to this Warrant 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 forum for any
such action, proceeding or claim. The Company and the Warrant Agent hereby waive 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 such enforcement
action by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.


 


Any
such process or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the party receiving such service in any action, proceeding
or claim.


 






    11


     


    

 


9.4
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or 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 the purposes of Sections 2.5 hereof, the Representative
and the underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant 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 Warrant 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 Registered Holder to submit his, her or its Warrant for inspection.


 


9.6
Counterparts- Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts
shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


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


 


9.8
Amendments. This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental
warrant agreement (a “Supplemental Agreement”), without the consent of any of the Warrant holders, for the purpose
of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions
with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant
Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the assumption by any
such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing for
the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the Company
for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this Warrant Agreement,
or (viii) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and that
will not adversely affect the interests of the Registered Holders in any material respect. All other modifications or amendments to this
Warrant Agreement, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent
of the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may extend the duration
of the Exercise Period in accordance with Section 3.2 without such consent.


 


9.9
Severability. This Warrant 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 Warrant 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
Warrant 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]


 






    12


     


    

 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	VENTOUX
    CCM ACQUISITION CORP.
	 	 
	 	By:	/s/
    Edward Scheetz
	 	 	Name:	Edward
    Scheetz
	 	 	Title:	Chief Executive
    Officer
	 	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/
    Douglas Reed
	 	 	Name:	Douglas Reed
	 	 	Title:	Vice President


 


 


[Signature
Page to Warrant Agreement]


 






    13


     


    

 


Exhibit
A


Form
of Warrant


 






    A-1


     


    

 


Form
of Warrant

SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	[  ] WARRANTS
	WA-	 


 


(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF

THE COMPANY’S
INITIAL BUSINESS COMBINATION)


VENTOUX
CCM ACQUISITION CORP.


 


CUSIP
92280L119


 


WARRANT


 


THIS
WARRANT CERTIFIES THAT, for value received, or registered assigns, is the registered holder of a Warrant or Warrants (the “Warrant”),
expiring on a date which is five (5) years from the completion of the Company’s initial business combination, to purchase one-half
of one1 fully paid and non-assessable share (the “Warrant Shares”), of common stock, par value $0.0001 per share
(the “Common Stock”), of Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant
evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions
of the Warrant Agreement (as defined below).


 


The
Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later to
occur of (i) the completion of the Company’s initial business combination or (ii) twelve (12) months following the closing of the
Company’s initial public offering, such number of Warrant Shares at the price of $11.50 per share (the “Warrant Price”),
upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer &
Trust Company (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant
Agreement, dated [●], 2020, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall
the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares
of the Company. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant
Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as
used in this Warrant Certificate refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the
Warrant is exercised.


 


This
Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant to
the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date.


 


No
fractional shares will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive
a fractional interest in a share, the Company will, upon exercise, issue or cause to be issued only the largest whole number of Warrant
Shares issuable on such exercise (and such fraction of a share will be disregarded).


 


Upon
any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered
holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been
exercised.


 


 


 






		1	Each
                                            Note Financing Warrant is exercisable into one share of Common Stock



 






    A-2


     


    

 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by 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 and evidencing in the aggregate
a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency 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
applicable tax or other governmental charge.


 


The
Company and the Warrant Agent may deem and treat the registered holder(s) 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
registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


This
Warrant does not entitle the registered holder(s) to any of the rights of a stockholder of the Company.


 


After
the Warrant becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with
a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if
the last reported sale price of the Common Stock has been equal to or greater than $16.50 per share for any twenty (20) trading days
within a thirty (30) trading day period ending on the third (3rd) trading day prior to the date on which notice of such call is given,
provided that (i) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the shares
of Common Stock issuable upon exercise must be effective and a current prospectus must be available for use by the registered holders
hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise is exempt
from registration under the Act. The call price is $0.01 per Warrant Share. No fractional shares will be issued upon exercise of the
Warrant.


 


If
the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise
his, her or its Warrant prior to the date scheduled for redemption; provided that the Company may require the Registered Holder who desires
to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise the
Warrants on a cashless basis if the Company so requires. Any Warrant either not exercised or tendered back to the Company by the end
of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01
call price.


 


		By		 
	 		Chief
                                            Executive Officer	 



 






    A-3


     


    

 


[REVERSE
OF CERTIFICATE]


 


SUBSCRIPTION
FORM


 


To
Be Executed by the Registered Holder(s) in Order to Exercise Warrants


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock
in accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 


	 	a
    “Cash Exercise” with respect to Warrant Shares; and/or
	 	 
	 	a “Cashless
    Exercise” with respect to Warrant Shares because on the date of this exercise, there is no effective registration statement
    registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares, in which
    event the Company shall deliver to the registered holder(s) shares of Common Stock pursuant to Section 3.3.2 of the Warrant
    Agreement.


 


The
undersigned requests that a certificate for such shares be registered in the name(s) of:


 


 


	(PLEASE
                                            TYPE OR PRINT NAME(S) AND ADDRESS)

                                                                                                                        

                                                                                 

	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER(S))
	

                                                      

                                                     and
                                            be delivered to

                                                      

                                                      

	(PLEASE
    PRINT OR TYPE NAME(S) AND ADDRESS)


 


and,
if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:


 


Dated:


 





	 	 
	(SIGNATURE(S))	 
	(ADDRESS(ES))	 
	 	 
	 	 
	(TAX IDENTIFICATION NUMBER(S))	 



 






    A-4


     


    

 


ASSIGNMENT


 


To
Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received, hereby sell(s), assign(s), and transfer(s) unto


 


			 
		(PLEASE
                            TYPE OR PRINT NAME(S) AND

 ADDRESS(ES))	 
			 
			 
		(SOCIAL SECURITY OR
         TAX IDENTIFICATION NUMBER(S))	 



 


and
to be delivered to


 


 


	 	 	 
	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))	 




 


			 
		(SOCIAL
                           SECURITY OR TAX IDENTIFICATION NUMBER(S))	 



 


of
the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:


 


			 
		(SIGNATURE(S))	 



 


NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


Signature(s)
Guaranteed:


 





		By		 


 


THE
SIGNATURE(S) MUST 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).


 




    A-5