Exhibit
4.4
WARRANT AGREEMENT
This agreement (“Agreement”) is made
as of , 2022 between Sports & Health Tech Acquisition Corporation, 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 as the “Transfer Agent”).
WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share
(as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to warrants (including up to
warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with
the Private Placement Warrants (as defined below), the “Warrants”). Each whole Warrant entitles the holder thereof to purchase
one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), for $11.50 per share, subject
to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any
fraction of a Warrant; and
WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1, No. 333-
(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 Share included in the Units;
and
WHEREAS, it is proposed that the Company enter
into that certain Private Placement Warrants Purchase Agreement with LeAD Sports & Health Tech Sponsor LLC, a Cayman Islands limited
liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
warrants (or up to warrants if the underwriters in the Offering (defined below)
exercise their Over-allotment Option) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if
applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $
per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below)
at a price of $11.50 per share, subject to adjustment as described herein; and
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; and
WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.
NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1 Form of Warrant. Each Warrant shall be
issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer and the
Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s
seal. 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 Uncertificated Warrants. Notwithstanding
anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Warrant
may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or
other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee
thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned
by the Warrant Agent in accordance with the terms of this Agreement.
2.3 Effect of Countersignature. Except with
respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4 Registration.
2.4.1 Warrant Register. The Warrant Agent
shall maintain books (“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.
2.4.2 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 then registered in 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.
2.5 Detachability of Warrants. The securities
comprising the Units will not be separately transferable until the 52nd day following the date of the Prospectus or, if such 52nd day
is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business
(a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier with the consent of RBC
Capital Markets, LLC, as the representative of the several underwriters (the “Representative”), but in no event will the Representative
allow separate trading of the securities comprising the Units until the Company has issued a press release announcing when such separate
trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon separation of the Units
and only whole Warrants will trade.
2.6 Private Placement Warrant and Working
Capital Warrant Attributes. The Private Placement Warrants and warrants issued upon conversion of working capital loans (the “Working
Capital Warrants”) will be issued in the same form as the Public Warrants; provided that the Private Placement Warrants and Working
Capital Warrants may be exercised on a cashless basis in accordance with Section 3.3.1(d) and the Private Placement Warrants and
Working Capital Warrants are not redeemable pursuant to Section 6.1.
3. Terms and Exercise of Warrants.
3.1 Warrant Price. Each whole Warrant shall,
when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder thereof, subject
to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at
the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement refers to the price per share at which the Ordinary Shares 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 applied consistently to all of the Warrants.
3.2 Duration of Warrants. A Warrant may be
exercised only during the period commencing on the later of 30 days after the consummation by the Company of a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (“Business Combination”) (as described more fully in the Registration Statement), and terminating at 5:00 p.m.,
New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption
Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”).
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred
to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, 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 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, however, that the Company will
provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that
any such extension shall be applied consistently to all of the Warrants.
3.3 Exercise of Warrants.
3.3.1 Payment. Subject to the provisions of
the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, 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, in the Borough of Manhattan,
City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant
Price for each full Ordinary 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 Ordinary Shares and the issuance of such Ordinary Shares, as follows:
(a) in lawful money of the United States, by good
certified check or wire payable to the Warrant Agent; or
(b) in the event of redemption pursuant to Section 6
hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless
basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair
Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair
Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days immediately
following the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof;
(c) in the event the registration statement required
by Section 7.4 hereof is not effective and current within sixty (60) Business Days after the closing of a Business Combination,
by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the
number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair
Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair
Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market
Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third
(3rd) trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent ; or
(d) with respect to any Private Placement Warrant,
by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the
number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as
defined in this Section 3.3.1(d)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes
of this Section 3.3.1(d), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of
the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise
of the Private Placement Warrant is sent to the Warrant Agent.
3.3.2 Issuance of Ordinary Shares. As soon
as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company
shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Ordinary
Shares 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 countersigned Warrant, or book entry position, for the number of shares as to which such
Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the
Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares upon exercise
of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately
preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
for cash 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 Ordinary Shares underlying such Unit. Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.
3.3.3 Valid Issuance. All Ordinary Shares
issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.
3.3.4 Date of Issuance. Each person in whose
name any book entry position or certificate for Ordinary Shares 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, or book entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall
be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books
or book entry system are open.
3.3.5 Maximum Percentage. A holder of a Warrant
may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however,
no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by
a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise
such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to
the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary
Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares 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 preference 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 Ordinary Shares, the
holder may rely on the number of outstanding Ordinary Shares 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 Transfer
Agent setting forth the number of Ordinary Shares 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 Ordinary Shares
then outstanding. In any case, the number of outstanding Ordinary Shares 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 Ordinary
Shares 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 Share Dividends; Share Sub-division.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased
by a share dividend payable in Ordinary Shares, or by a consolidation, combination, sub-division or reclassification of Ordinary
shares or similar event, then, on the effective date of such share dividend, consolidation, combination, sub-division or reclassification
of Ordinary shares or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion
to such increase in outstanding Ordinary Shares.
4.2 Aggregation of Shares. If after the date
hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, sub-division or reclassification
of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, sub-division, reclassification
or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding Ordinary Shares.
4.3 Extraordinary Dividends. If the Company,
at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of Ordinary Shares a dividend
or make a distribution in cash, securities or other assets of such Ordinary Shares (or other shares into which the Warrants are convertible),
other than (a) as described in Section 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption
rights of the holders of Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption
rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (the “Amended and Restated Memorandum and Articles of Association”) (i) to modify the substance
or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection
with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its
initial Business Combination within the time period required by the Amended and Restated Memorandum and Articles of Association, as amended
from time to time, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, or (e) in
connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent
distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend,
by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of
this Section 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 Ordinary Shares during the 365-day period
ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be 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 Ordinary Shares issuable on exercise of each Warrant).
4.4 Adjustments in Exercise Price. Whenever
the number of Ordinary Shares 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
(x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.
4.5 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section 4.1,
4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), 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 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 Warrant 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 Ordinary Shares 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 Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event. If any reclassification also results in a change in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3,
then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 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. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.6 Issuance in connection with a Business
Combination. If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities
at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined
by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders
or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per
share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination
on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is
below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater
of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to
the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes
of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during
the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.
4.7 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, 4.2, 4.3, 4.4, 4.5, or
4.6, then, in any such event, the Company shall give written notice to each Warrant holder, 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.
4.8 No Fractional Warrants or Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon 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 up to the nearest whole number of Ordinary
Shares to be issued to the Warrant holder.
4.9 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 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.
4.10 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. The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion.
4.11 No Adjustment. For the avoidance of doubt,
no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Class B
Ordinary Shares into Ordinary Shares or the conversion of Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to
the Company’s Amended and Restated Memorandum and articles of association, as further amended from time to time.
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, properly endorsed with signatures, in the case of certificated Warrants, 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, either in certificated form or in book entry position, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested
by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and 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.
5.3 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 or
book-entry position for a fraction of a warrant, except as part of the Units.
5.4 Service Charges. No service charge shall
be made for any exchange or registration of transfer of Warrants.
5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6 Transfers prior to Detachment. Prior to
the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after the Detachment Date.
6. Redemption.
6.1 Redemption. Not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, 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 Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof)
(the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day period
commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is
given and provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); 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 Ordinary Shares
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 the Company shall elect to redeem all of the Warrants that are subject to redemption, 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 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
Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 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 the Company determines to require all holders of Public Warrants to exercise their Warrants on a “cashless basis”
pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of Ordinary
Shares to be received upon exercise of the Warrants, including the “Fair Market Value” 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.
7. Other Provisions Relating to Rights of
Holders of Warrants.
7.1 No Rights as Shareholder. A Warrant does
not entitle the registered holder thereof to any of the rights of a shareholder 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 shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.
7.2 Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.
7.3 Reservation of Ordinary Shares. The Company
shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4 Registration of Ordinary Shares. The Company
agrees that as soon as practicable after the closing of its initial Business Combination, but in no event later than twenty (20) Business
Days after the closing of its Initial Business Combination, it shall use its best efforts to file with the SEC a post-effective amendment
to the Registration Statement or a new registration statement for the registration, under the Act, of the Ordinary Shares issuable upon
exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those
states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Ordinary
Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause
the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in
accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business
Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the
61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by
the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary
Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance
with Section 3.3.1(c). The Company shall 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 Section 7.4 is not required to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise
will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and
until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended,
or deleted without the prior written consent of the Representative.
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 Ordinary Shares 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 thirty (30) days after it has been notified in writing
of such resignation or incapacity by the Warrant Agent or by the holder of the 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.
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 Ordinary Shares 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 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 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 Co-Chief Executive Officer, Chief Financial Officer, Chief Development Officer, President, Secretary or Chairman of the
Board of Directors 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 fraud, 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 fraud, 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); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
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 Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares will, when issued,
be valid and fully paid and nonassessable.
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 Ordinary Shares through the exercise of Warrants.
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:
Sports & Health Tech Acquisition Corporation
0000 Xxxxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxx, Esq.
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 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
0 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Compliance Department
9.3 Applicable Law and Exclusive Forum. The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement, including under the Act, shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
States of America are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder.
9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement 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 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 the Representative with respect to Sections 7.4, 9.4, 9.8 hereof) 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
his Warrant for inspection by it.
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 for the purpose of (i) curing any ambiguity or to correct any
mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the
Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) 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. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of at
least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment to the terms of the Private
Placement Warrants shall only require the consent of the Company and the holders of a majority of the Private Placement Warrants and (b) 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 Trust Account Waiver. The Warrant Agent
acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company in connection
with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”), including by way of set-off, and
shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent has a claim against
the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property held
in the Trust Account.
9.10 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.
Exhibit A – Form of Warrant Certificate
Exhibit B – Legend
IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.
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SPORTS & HEALTH TECH ACQUISITION CORPORATION |
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By: |
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Name: |
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Title: |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent |
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By: |
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Name: |
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Title: |
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[Signature Page to Warrant Agreement]
EXHIBIT A
[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
Sports & Health Tech Acquisition Corporation
Incorporated Under the Laws of the Cayman Islands
Warrant Certificate
This Warrant Certificate certifies that [ ],
or registered assigns, is the registered holder of [ ]
warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value
(“Ordinary Shares”), of Sports & Health Tech Acquisition Corporation, a Cayman Islands exempted company (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 nonassessable Ordinary Shares 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 fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per one Ordinary Share
for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set
forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.
Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
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.
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SPORTS & HEALTH TECH ACQUISITION CORPORATION |
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By: |
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Name: |
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Title: |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent |
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By: |
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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 [ ]
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ],
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together
with payment of the 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 issuance
of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares 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 Ordinary Shares 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 an Ordinary
Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares 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 shareholder of the Company.
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 [ ]
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Sports & Health Tech Acquisition Corporation
(the “Company”) in the amount of $[ ]
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
[ ], whose address is [ ]
and that such Ordinary Shares be delivered to [ ]
whose address is [ ]. If said [ ]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of [ ],
whose address is [ ] and that such Warrant
Certificate be delivered to [ ], whose
address is [ ].
In the event that the Warrant has been called for
redemption by the Company pursuant to Section 6.1 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.1 of the Warrant Agreement,
as applicable.
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(d) of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(d) 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 Ordinary Shares 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 Ordinary Shares. If said number
of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ],
whose address is [ ] and that such Warrant
Certificate be delivered to [ ], whose
address is [ ].
[Signature Page Follows]
Date: [ ],
20
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(Signature) |
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(Tax Identification Number) |
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
EXHIBIT B
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG SPORTS &
HEALTH TECH ACQUISITION CORPORATION (THE “COMPANY”), LEAD SPORTS & HEALTH TECH SPONSOR LLC AND THE OTHER PARTIES THERETO
(THE “LETTER AGREEMENT”), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE LETTER
AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.
NO. [ ]
WARRANT
