Exhibit
4.16


 


THIS
WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)
SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR
IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE
FOR THIS WARRANT OR ANY ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT.


 


WARRANT
TO PURCHASE SHARES OF



ORDINARY SHARES



OF



HEALTH SCIENCES ACQUISITIONS CORPORATION 2



[●], 202[_]


 


W-[●]-[●]


 


This
is to Certify That, FOR VALUE RECEIVED, [●], or his or her assigns (“Holder”), is entitled to purchase, subject
to the provisions of this Warrant, from HEALTH SCIENCES ACQUISITIONS CORPORATION 2, Cayman Islands exempted company (the “Company”),
[●] fully paid, validly issued and nonassessable ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”) at a price of $11.50 per share. The number of Ordinary Shares to be received upon the exercise of this Warrant
and the price to be paid for each Ordinary Share may be adjusted from time to time as hereinafter set forth. The Ordinary Shares deliverable
upon such exercise, as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares,”
and the exercise price for an Ordinary Share in effect at any time, as adjusted from time to time, is hereinafter sometimes referred
to as the “Exercise Price.”


 


(a) 
EXERCISE OF WARRANT. The Warrant is subject to the following conditions: (i) the closing of the transactions contemplated by the Agreement
and Plan of Merger dated as of July 4, 2022, as amended by Amendment No. 1 thereto dated as of July 21, 2022, and as further amended
or modified from time to time, by and among the Company, HSAC Olympus Merger Sub, Inc. and Orchestra BioMed, Inc. (the “Closing”),
and (ii) thereafter, fifty percent (50%) of the Warrant Shares will become exercisable 24 months after the Closing and the remaining
fifty percent (50%) of the Warrant Shares will become exercisable 36 months after the Closing, in each case subject to the Holder’s
continued employment or service with the Company or one of its subsidiaries through such date. Subject to the foregoing, this Warrant
may be exercised no later than five (5) years after the date of this Warrant (the “Expiration Date”). Notwithstanding
the foregoing, in the event that (y) the period of time during which the warrants previously granted by the Company to HSAC 2 Holdings,
LLC in connection with the Company’s initial public offering of its Ordinary Shares (the “Private Warrants”)
may be exercised is extended pursuant to the terms of Private Warrants and (z) the fair market value of a Warrant Share is below the
Exercise Price at the time of such extension, the Expiration Date shall be extended so that the Warrant will be exercisable for the same
term as the Private Warrants. Each Warrant not exercised on or before the Expiration Date (including any portion unexercisable due to
the failure of clause (i) or (ii) above) shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date.


 


(1) 
This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office with the Purchase Form annexed
hereto (the “Purchase Form”) duly executed and accompanied by payment of the Exercise Price for the number of Warrant
Shares specified in such Purchase Form (which may take the form of a “cashless exercise” pursuant to Section (a)(2)
if so indicated in the Purchase Form).


 






      


     


    

 


(2) 
The Holder shall pay the Exercise Price in immediately available funds; provided, however, that the Holder may, in the Holder’s
sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:


 


X
= Y(A-B)/A


 


where


 


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


 


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


 


A
= the Fair Market Value (as defined below) of one Ordinary Share on the trading day immediately preceding the date on which Holder elects
to exercise this Warrant by means of a “cashless exercise.”


 


B
= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For
purposes of this Warrant, “Fair Market Value” means, for any security as of any date, the price determined by the first of
the following clauses that applies: (a) if the Ordinary Shares are then listed on a national securities exchange, the daily volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the trading market on which the Ordinary
Shares are then listed as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m.
(New York City time)), (b) if the Ordinary Shares are quoted on the OTC Bulletin Board or the OTC Market, the average closing bid
price on such market for the five most recently completed trading days, (c) if paragraphs (a) or (b) are not applicable,
if an appraiser hired by the Company has provided a report on the fair market value of an Ordinary Share within the 12-month period
preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” the fair market value
of a share of Ordinary Shares as determined by such appraiser, or (d) if none of the foregoing is applicable, the price determined
by the Board of Directors of the Company in good faith.


 


(b) 
EFFECTIVE TIME OF EXERCISE. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which the Purchase Form has been delivered to the Company (the “Exercise Date”) as provided in Section (a)
and the Holder has satisfied any tax withholding obligations as described in Section (l) below. At such time, the person or
persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section (c)
below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.


 


(c) 
DELIVERY TO HOLDER.


 


(1) 
As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within five (5) business days thereafter,
the Company will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct:


 


(A) 
a certificate or certificates, or book entry position, for the number of Warrant Shares to which such Holder shall be entitled, and


 


(B) 
in case such exercise is in part only, a new warrant or warrants of like tenor, exercisable for in the aggregate the number of Ordinary
Shares equal (giving effect to any adjustment therein) to the number of Ordinary Shares called for on the face of this Warrant minus
the number of such shares purchased by the Holder upon such exercise.


 






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(2) 
To the extent permitted by law and except as provided in this Warrant, the Company’s obligations to issue and deliver Warrant Shares
in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the
same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other
person or entity, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder
in connection with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant
to the terms hereof.


 


(d) 
RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number
of Ordinary Shares (as adjusted pursuant to the terms hereof) as shall be required for issuance and delivery upon exercise of this Warrant.
The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will
take all such action as may be reasonably necessary to assure that such Warrant Shares may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Ordinary
Shares may be listed.


 


(e) 
FRACTIONAL SHARES. No fractional shares or scrips representing fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the fair market value of an Ordinary Share.


 


(f)  
LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation
of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date.


 


(g) 
RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except
to the extent set forth herein.


 


(h) 
CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section (h).


 


(1) 
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Ordinary
Shares or otherwise makes a distribution on any class of capital stock that is payable in Ordinary Shares, (ii) subdivides its outstanding
Ordinary Shares into a larger number of shares, or (iii) combines its outstanding Ordinary Shares into a smaller number of shares,
then, in each such case, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number Ordinary Shares
outstanding immediately before such event and the denominator of which shall be the number of Ordinary Shares outstanding immediately
after such event. Any adjustment made pursuant to this Section (h)(1) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii)
or (iii) of this Section (h)(1) shall become effective immediately after the effective date of such subdivision or combination.


 


(2) 
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section (h)(1), the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment.


 






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(3) 
Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation
of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets or a majority
of its Ordinary Shares is acquired by a third party, in each case, in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or a third party that is conducting such an offer pursuant to an agreement or arrangement
with the Company) is completed pursuant to which all or substantially all of the holders of Ordinary Shares Stock are permitted to tender
or exchange their shares for other securities, cash or property, or (iv) the Company effects any reorganization or reclassification
of Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged
for other securities, cash or property (other than as a result of a subdivision or combination of Ordinary Shares covered by Section (h)(1)
above) (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive,
upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number
of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or
simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder, such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under
this Warrant. The provisions of this Section (h)(3) shall similarly apply to subsequent transactions analogous of a Fundamental
Transaction type.


 


(4) 
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section (h), the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other property issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to
such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(5) 
Notices To Warrant Holders. So long as this Warrant shall be outstanding, (i) if the Company shall pay any dividend or make any
distribution of cash, securities or other property in respect of its Ordinary Shares or (ii) if the Company shall offer to the holders
of Ordinary Shares for subscription or purchase by them any share of any class or any other rights, or (iii) if any capital reorganization
of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another corporation,
sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, if the Company
authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction (each
as defined below), or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such
case, the Company shall cause to be mailed to the Holder, at least fifteen days prior the date specified in (x) or (y) below,
as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation,
merger, conveyance, lease, Fundamental Transaction, sales or issuances, dissolution, liquidation or winding up is to take place and the
date, if any is to be fixed, as of which the holders of Ordinary Shares or other securities shall receive cash or other property deliverable
upon such reclassification, reorganization, consolidation, merger, conveyance, lease, Fundamental Transaction, sales or issuances, dissolution,
liquidation or winding up.


 


(i)  
NOTICES. Any notice or request hereunder shall be in writing and may be given only by, and shall be deemed to have been received upon:
(a) registered or certified mail, return receipt requested, on the date on which such notice or request is received as indicated
in such return receipt; (b) delivery by a nationally recognized overnight courier, one business day after deposit with such courier;
or (c) facsimile or other electronic transmission upon telephone or further electronic communication from the recipient acknowledging
receipt (whether automatic or manual from recipient) of such facsimile or other electronic transmission. In the case of the Company,
such notices and communications shall be addressed to Orchestra BioMed Holdings, Inc., 150 Union Square Drive, New Hope, PA 18938, Attn:
Chief Financial Officer, unless the Company shall notify the Holder that notices and communications should be sent to a different address
(or facsimile number or electronic mail address), in which case such notices and communications shall be sent to the address (or facsimile
number or electronic mail address) specified by the Company. In the case of the Holder, such notices and communications shall be addressed
to its address as set forth in the signature page hereto, unless the Holder shall notify the Company that notices and communications
should be sent to a different address (or facsimile number or electronic mail address), in which case such notices and communications
shall be sent to the address (or facsimile number or electronic mail address) specified by the Holder.


 






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(j)  
NO NET-CASH SETTLEMENT. Except as otherwise provided herein, in no event will the Holder be entitled to receive a net-cash settlement
or other consideration in lieu of physical settlement in securities.


 


(k) 
MODIFICATION OF AGREEMENT. The provisions of this Warrant may from time to time be amended, modified or waived, by the Company and the
holder of this Warrant, subject to applicable shareholder approval requirements of the Nasdaq Stock Market or any other securities exchange
upon which the Company’s securities are then trading.


 


(l)  
CHARGES, TAXES AND EXPENSES. Issuance and delivery of a reasonable number of certificates, or a reasonable number of book entry positions,
representing Ordinary Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax,
transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the
Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability, including, without limitation, any income
or employment taxes, that may arise as a result of holding or transferring this Warrant, the Warrant becoming exercisable or receiving
Warrant Shares upon exercise hereof or a subsequent disposition of the Warrant Shares. As a condition of exercising the Warrant, in whole
or in part, and at any time thereafter as requested by the Company, the Holder hereby authorizes withholding from payroll and any other
amounts payable to the Holder, and otherwise agrees to make adequate provision for (in a manner acceptable to the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an affiliate, if any, which arise
in connection with the exercise of the Warrant.


 


(m) 
CLAWBACK. This Warrant and the Warrant Shares will be subject to recoupment in accordance with any clawback policy that the Company is
required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law and any
clawback policy that the Company otherwise adopts, to the extent applicable and permissible under applicable law.


 


(n) 
SUCCESSORS AND ASSIGNS. This Warrant and the rights of the Holder hereunder may not be transferred and/or assigned by the Holder in any
way whatsoever, and no transaction in respect thereof shall be made, either for consideration or for no consideration. This Warrant may
not be assigned by the Company without the written consent of the Holder except to a successor in the event of a Fundamental Transaction.
This Warrant shall be binding on and inure to the benefit of the parties hereto and the Company’s successors. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any person or entity other than the Company and the Holder any legal
or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and
the Holder, or the Company’s successors.


 


(o) 
GOVERNING LAW.


 


THIS
WARRANT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS WARRANT, EACH PARTY HEREBY ACCEPTS FOR ITSELF
AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER
PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.


 


EACH
PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED HEREIN OR SUCH OTHER ADDRESS AS IS
SPECIFIED PURSUANT TO THE TERMS HEREOF (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.


 


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of page intentionally left blank]


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date of this Warrant.


 


	HEALTH
    SCIENCES ACQUISITIONS CORPORATION 2	 
	 	 	 	 
	By:	 	       	 
		Name:	 	 
		Title:	 	 


 


		Holder:	



 


Accepted
and Agreed:


 


		[●]	



	

    By:
	 	
	Name:	 	 


 






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PURCHASE
FORM


 


Dated
____________________


 


(1)
 The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing Ordinary Shares of Health
Sciences Acquisitions Corporation 2 (or such number of Ordinary Shares or other securities or property to which the undersigned
is entitled in lieu thereof or in addition thereto under the provisions of the Warrant).


 


(2)
_______ (a) The undersigned hereby elects to make payment with the enclosed bank draft, certified check or money order payable to
the Company in payment of the exercise price determined under, and on the terms specified in, the Warrant, or


 


_______
(b) The undersigned hereby elects to make payment on a cashless basis.


 


(3) 
The undersigned hereby irrevocably directs that the said shares be issued and delivered as follows:


 


	Name(s)
    in Full	 	Address(es)	 	Number
    of Ordinary Shares (net of any Ordinary shares used to exercise on a cashless basis	 	S.S.
    or IRS #	 
		 		 		 	 		 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 


(4) 
If the Warrant was not exercised in full, please check the following: ___


 


The
undersigned hereby irrevocably directs that any remaining portion of the warrant be issued and delivered as follows:


 


	Name(s)
    in Full	 	Address(es)	 	Number
    of Shares	 	S.S.
    or IRS #
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





	 	 
	Signature
  of Holder	 
	 	 
	 	 
	Print
  Name