Exhibit 4.3


 


	NUMBER	(SEE REVERSE SIDE FOR LEGEND)	WARRANTS
	________-	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
    TO THE	 
	 	EXPIRATION DATE (DEFINED BELOW)	 


 


SOUNDHOUND AI, INC.


 


CUSIP 039562 111


 


WARRANT


 


THIS
CERTIFIES THAT, for value received              , is
the registered holder of a warrant or warrants (the “Warrant(s)”) of SoundHound AI, Inc., a Delaware corporation
(the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s
completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one
fully paid and non-assessable share of common stock, par value $0.0001 per share (“Shares”), of the Company for
each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing
thirty days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the
Warrant Price (as defined below), 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”), but only subject to the
conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In
no event will the Company be required to net cash settle any warrant exercise. The term “Warrant Price” as used
in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. The
initial Warrant Price per Share is equal to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price, the Redemption Trigger Price (defined below) and the number of Shares purchasable hereunder, set forth on
the face hereof, may, subject to certain conditions, be adjusted.


 


No fraction
of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share
upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be
issued to such holder.


 


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


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder 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 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 as the absolute owner 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, 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 to
any of the rights of a stockholder of the Company.


 


The Company
reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of
the Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price
of the Shares has been at least $18.00 per share (the “Redemption Trigger Price”) on each of 20 trading days
within any 30 trading day period (the “30-day trading period”) commencing after the Warrants become exercisable
and ending on the third business day prior to the date on which notice of such call is given and if, and only if, there is a current registration
statement in effect with respect to the Shares underlying the Warrants commencing five business days prior to the 30-day trading period
and continuing each day thereafter until the date of redemption. The call price of the Warrants is to be $0.01 per Warrant. 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:	 	 	 
	 	President	 	Secretary



 






     


     


    

 


SUBSCRIPTION FORM


 


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


 


The undersigned Registered Holder irrevocably
elects to exercise                               Warrants
represented by this Warrant Certificate, and to purchase the Common Stock issuable upon the exercise of such Warrants, and requests
that Certificates for such shares shall be issued in the name of


	 	 
		 
	 	 
	 	 
		 
	 	 
	 	 
	 	 
	 	 
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)	 
	 	 
	 	 



 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to                                                                                                                                                  


 


(PLEASE PRINT OR TYPE NAME 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 at the address stated below:


 


	Dated:	 
	 	 
	 	(SIGNATURE)
	 	 
	 	 
	 	 
	 	 
	 	(ADDRESS)
	 	 
	 	 
	 	(TAX IDENTIFICATION NUMBER)



 






    2


     


    

 


ASSIGNMENT


 


To Be Executed by the Registered
Holder in Order to Assign Warrants For Value Received,                         hereby sell, assign, and transfer unto


 


 


 






(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 





 



 


 


 






(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) 


 


and be delivered to                                                                                                                                                                                             


 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


                                      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)



 


THE SIGNATURE TO THE ASSIGNMENT OF
THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE NYSE AMERICAN,
NASDAQ, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, OR CHICAGO STOCK EXCHANGE.


 


 


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