Exhibit 4.2


 


AMENDED AND RESTATED WARRANT AGREEMENT


 


THIS AMENDED AND RESTATED
WARRANT AGREEMENT (this “Agreement”), dated as of June 25, 2020, is by and between Whole Earth Brands,
Inc., a Delaware corporation (f/k/a Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Company”)
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein, in its capacity as the Company’s transfer agent, as the “Transfer Agent”).


 


WHEREAS, on April 25,
2019, the Company entered into that certain Private Placement Warrants Purchase Agreement with Act II Global LLC, a Delaware limited
liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 6,750,000
warrants (the “Private Placement Warrants”) in connection with, and simultaneously upon, the closing
of the Offering (as defined below) at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, the Company
and the Warrant Agent entered into that certain Warrant Agreement, dated as of April 25, 2019 (the “Original Warrant
Agreement”), which provided for the form and provisions of the Initial Warrants (as defined below), the terms upon
which they shall be issued and exercised, and the respective rights, limitations of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Initial Warrants;


 


WHEREAS, on April 30,
2019, the Company completed its initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share
(the “Ordinary Shares”) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, issued and delivered 15,000,000 warrants (including 1,950,000 warrants pursuant to the partial exercise
of the underwriters’ over-allotment option) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants, the “Initial Warrants”). Each whole Initial Warrant
entitled the holder thereof to purchase one Ordinary Share for $11.50 per Ordinary Share, subject to adjustment as described herein;


 


WHEREAS, the Company
filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-1, File No. 333-230756 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Ordinary Shares included in the Units;


 


WHEREAS, on December
19, 2019, the Company entered into a Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the
 “Transaction Agreement”), pursuant to which, among other things, the Company purchased all of the outstanding
equity interests of Merisant Company, Merisant Luxembourg, Sarl, Mafco Worldwide LLC, Mafco Shanghai LLC, EVD Holdings LLC and
Mafco Deutschland GmbH (the “Transaction”);


 


WHEREAS, it is a condition
to the closing of the Transaction that, among other things, the Warrant Amendment (as defined in the Transaction Agreement) be
approved in order to reduce the number of Ordinary Shares issuable upon exercise of the Initial Warrants by half;


 


WHEREAS, Section 9.8
of the Original Warrant Agreement provided that the Original Warrant Agreement may be amended with the vote or written consent
of the registered holders of 65% of the then-outstanding Public Warrants;


 


WHEREAS, at a meeting
of the warrant holders on June 24, 2020, holders of at least 65% of the then-outstanding Public Warrants approved that, in connection
with the closing of the Transaction, each Warrant shall become exercisable for one-half of one Ordinary Share with an exercise
price of $5.75 per one-half Ordinary Share ($11.50 per whole Ordinary Share) and each holder of a Warrant shall receive a special
distribution of $0.75 per Warrant;


 


WHEREAS, in connection
with the closing of the Transaction, the Company effected the Warrant Amendment, as approved by the warrant holders, the Sponsor
cancelled all of its Private Placement Warrants and the Company issued Private Placement Warrants exercisable for 2,631,750 Ordinary
Shares (after giving effect to the Warrant Amendment) to certain investors who entered into subscription agreements with the Company
on or about February 12, 2020 (the “PIPE Investors”). In order to reflect the closing of the Transaction
and the fact that the PIPE Investors shall be entitled to registration rights under a subscription agreement rather than a separate
registration rights agreement, the Private Placement Warrants shall bear the legend set forth on Exhibit A hereto instead
of the legend previously affixed to the Sponsor’s Private Placement Warrants;


 


WHEREAS, in connection
with the closing of the Transaction, the Company effected a deregistration under the Cayman Islands Companies Law (2020 Revision)
and a domestication under Section 388 of the Delaware General Corporation Law (the “Domestication”),
pursuant to which the Company’s jurisdiction of incorporation was transferred by way of continuation from the Cayman Islands
to the State of Delaware and the name of the Company was changed to “Whole Earth Brands, Inc.”;


 


WHEREAS, as a result
of the transactions described above, each outstanding Warrant of the Company now represents the right to purchase one-half of one
share of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company with an exercise
price of $5.75 per one-half share ($11.50 per whole share). Immediately after giving effect to the closing of the Transaction,
the Private Placement Warrants and the Public Warrants are collectively referred to herein as the “Warrants”;


 






    


     


    

 


WHEREAS, the Company
desires that the Warrant Agent continue 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, as applicable, of the Warrants;


 


WHEREAS, as a result
of the transactions described above, the Company and the Warrant Agent desire to amend and restate the Original Warrant Agreement
in its entirety, in accordance with the terms thereof, such that this Agreement will take effect immediately following the Closing;
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 B 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.


 


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 certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository
Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions
that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


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


 


2.5       No
Fractional Warrants. The Company shall not issue fractional Warrants.


 






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2.6       Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are
held by the Sponsor, the PIPE Investors or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants:
(i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1 (c) hereof, (ii) may not be transferred,
assigned or sold until thirty (30) days after the closing of the Transaction, and (iii) shall not be redeemable by the Company;
provided, however, that in the case of (ii) the Private Placement Warrants and any shares of Common Stock held by
the Sponsor, the PIPE Investors or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement
Warrants may be transferred by the holders thereof:


 


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


 


(b)           in
the case of an individual, by gift to a member 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 the 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 the consummation of the Transaction at
prices no greater than the price at which the Warrants were originally purchased; or


 


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


 


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.


 


3.       Terms
and Exercise of Warrants.


 


3.1       Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $5.75 per one-half share
($11.50 per whole share), subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section
3.1; provided, however, that a Warrant may not be exercised for a fractional share, so that only a multiple of two Warrants
may be exercised at a given time. The term “Warrant Price” as used in this Agreement shall mean the price
per one-half share of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may
lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders
of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants. The term “Business
Day” as used in this Agreement shall mean any day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business.


 


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 completed the Transaction, or
(ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City
time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completed the Transaction,
(y) the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants to the extent then held by
the original purchasers thereof, the PIPE Investors or their respective Permitted Transferees, 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. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant) to the extent then held by the original purchasers
thereof, the PIPE Investors or their respective Permitted Transferees in the event of a redemption (as set forth in Section
6 hereof), each outstanding Warrant (other than a Private Placement Warrant to the extent then held by the original purchasers
thereof, the PIPE Investors or their respective Permitted Transferees in the event of a redemption) not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice
of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in
duration among all the Warrants.


 






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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”)
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 shares of Common Stock and the issuance of such Common Stock, as follows:


 


(a)           by
certified check payable to the order of the Warrant Agent or by wire transfer;


 


(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 (except as otherwise provided in section 6.4) 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 last sale
price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c)           with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, the PIPE Investors
or Permitted Transferees, as applicable, 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 reported last
sale 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 Warrant is sent to the Warrant Agent; or


 


(d)          as
provided in Section 7.4 hereof.


 


3.3.2       Issuance
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 issue any shares of Common Stock pursuant to the exercise of a Warrant and shall have no
obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise have 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, except pursuant to Section 7.4. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such
Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants
shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will
the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the
Warrant on a “cashless basis” pursuant to subsection 3.3.1(b) and 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 and the
certificate of incorporation and bylaws of the Company shall be validly issued as fully paid and non-assessable.


 






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3.3.4       Date
of Issuance. Upon proper exercise of a Warrant, the Company shall instruct the Warrant Agent in writing to make the necessary
entries in the register of members of the Company in respect of the Common Stock and to issue a certificate if requested by the
holder of such Warrant. Each person in whose name any book-entry position in the register of members of the Company 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 in the register of members of the Company 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 register of members 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 register of members or book-entry system are open.


 


3.3.5       Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”)
of the shares of Common Stock issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number 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 issued and outstanding shares of Common Stock, the
holder may rely on the number of issued and 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 issued and 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 issued and outstanding. In any case, the number of issued and 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 issued and 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 issued and outstanding shares
of Common Stock is increased by a dividend payable in Common Stock, or by a 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 in proportion to such increase in the issued and outstanding 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 shares of Common Stock) and (ii) one (1) minus the quotient of (x) the price
per shares of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price
payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


4.1.2       Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares
of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, or (b) Ordinary Cash Dividends (as defined below), (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per
share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the
365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of
the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






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4.2       Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and 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 issued and outstanding shares of Common Stock.


 


4.3       Adjustments
in Exercise 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.


 


4.4       Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and 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 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 that does not result in any reclassification or reorganization of the issued and 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 liquidated or 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
Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares 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 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 issued and 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 shares 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 of (but
in no event less than zero) (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration
(as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall
be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from
the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the
Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the
amount of cash per each share of Common Stock, if any, plus the volume weighted average price of the Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall
be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassification, reorganizations, mergers or consolidations, sales or other
transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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


 


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


 


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 certificated Warrants, 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),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


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


 






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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.


 


6.       Redemption.


 


6.1       Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales 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 trading day prior to the date on which notice of the redemption is given and provided that there is
an effective registration statement covering the 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; provided,
however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right
if the issuance of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable
state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2       Date
Fixed for, and Notice of, Redemption. In the event that the Company elects 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 thirty (30) days prior to the Redemption Date (the “30-day
Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the Registered Holder received such notice.


 


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 Private Placement Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply
to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor,
PIPE Investors or any Permitted Transferees, as applicable. However, once such Private Placement Warrants are transferred (other
than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, provided that the
criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private
Placement Warrant prior to redemption pursuant to Section 6.3. Private Placement Warrants that are transferred to persons
other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants
under this Agreement.


 


6.5       Mandatory
Cash Distribution. Notwithstanding anything contained in this Agreement to the contrary, at the Effective Time (as defined
in the Transaction Agreement), each Warrant issued and outstanding immediately prior to the Effective Time shall, automatically
and without any action by the Registered Holder thereof, be entitled to receive a cash distribution payable by or at the direction
of the Company as soon as reasonably practicable following the Effective Time, upon receipt of any documents as may reasonably
be required by the Warrant Agent, in the amount of $ .


 


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.


 






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7.3       Reservation
of Common Stock. the Company shall at all times reserve and keep available a number of its authorized but unissued 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 the Transaction, it shall use its best efforts to file with the Commission a registration statement for the
registration, under the Securities Act, 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 Transaction,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Transaction
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 difference between the Warrant Price and the Fair Market Value (as defined below) by (y) the Fair Market Value. Solely for
purposes of this subsection 7.4.1, “Fair Market Value” shall mean 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 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 statute))
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2       Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), the Company may, at its option, (i) 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 statute) as described in subsection 7.4.1 and (ii) 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. If the Company does not
elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants
on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock issuable
upon exercise of the Public Warrant 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 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.


 






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


 


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


 


8.3       Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4       Liability
of Warrant Agent.


 


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


 


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


 


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


 


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 of the Original Warrant Agreement, 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.


 






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9.       Miscellaneous
Provisions.


 


9.1       Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


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


 


Whole Earth Brands, Inc.

125 S. Wacker Drive, Suite 3150


Chicago, IL 60606

Attention: Andrew Rusie, Chief Financial Officer


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


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 exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


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 amendment to increase the Warrant
Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote
or written consent of the Registered Holders of 65% of the then outstanding Public Warrants. 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.


 






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9.10       Complete
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof (including, for the avoidance of doubt, the Original Warrant
Agreement).


 


Exhibit A – Legend
(Private Placement Warrants)


Exhibit B – Form
of Warrant Certificate


 


[Signature Page Follows]


 






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


 





	 	Whole Earth Brands,
        Inc. 
	 	 
	 	By:	/s/ Andrew Rusie
	 	Name:	Andrew Rusie
	 	Title:	Chief Financial Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Isaac Kagan
	 	Name:	Isaac Kagan
	 	Title:	Vice President



 






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EXHIBIT A


LEGEND (PRIVATE PLACEMENT WARRANTS)


 


“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, 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 THE TRANSACTION (AS
DEFINED IN 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 COMMON STOCK OF
THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER THE APPLICABLE SUBSCRIPTION
AGREEMENT EXECUTED BY THE COMPANY.”


 






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EXHIBIT B


[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


 


WHOLE EARTH BRANDS, INC.


Incorporated
Under the Laws of the Delaware


 


CUSIP [__]


 


Warrant Certificate


 


This Warrant
Certificate certifies that __________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the
 “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.0001 par value per
share (“Common Stock”), of the Whole Earth Brands, Inc., a Delaware Corporation (the “Company”).
Each 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 Common Stock as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through
 “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender
of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject
to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one-half of one fully paid and non-assessable share of 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 Common Stock, the Company will, upon exercise, round down to the nearest whole number of shares of Common Stock to
be issued to the Warrant holder. The number of shares of 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 Exercise
Price for any Warrant is equal to $5.75 per one-half share ($11.50 per whole share); provided however, that a Warrant may not be
exercised for a fractional share, so that only a multiple of two Warrants may be exercised at a given time. The Exercise Price
is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 






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	 	WHOLE EARTH BRANDS, INC.
	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






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[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 Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [__], 2020 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, 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 Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of 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 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 Common Stock, the Company shall, upon exercise, round down to
the nearest whole number of shares of 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.


 






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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 Common Stock and herewith
tenders payment for such shares of Common Stock to the order of the Whole Earth Brands, Inc. (the “Company”)
in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of _______, whose address is _________ and that such shares of Common Stock be delivered to ________________
whose address is ________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of 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 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 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 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 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 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
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 Common Stock. If said number of shares of Common Stock is less than all of the shares of 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 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]


 






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	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 (OR ANY SUCCESSOR RULE))


 






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