Exhibit 4.4


 



WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [          ], 2022, is by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent,” and 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 Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”) and one-half
of a redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined
to issue and deliver up to 7,500,000 redeemable warrants (or up to 8,625,000 redeemable warrants if the Over-allotment Option (as defined
below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company entered into that certain
Private Placement Warrants Purchase Agreement with Chenghe Investment Co., a Cayman Islands exempted company (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 6,500,000 private placement warrants (or up to 7,175,000 private placement
warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering (the “Private
Placement Warrants”), each bearing the legend set forth in Exhibit A hereto;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor
or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of
which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per warrant, which
will be identical to the Private Placement Warrants (the “Working Capital Warrants,” and, together with the
Private Placement Warrants and the Public Warrants, the “Warrants”);


 


WHEREAS, each Warrant entitles the holder thereof
to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File 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 Shares included in the Units;


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for the
form 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, and, if a physical certificate is issued, shall be in substantially the form of Exhibit
B hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the
Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the
Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or
she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more
book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


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


 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant Agent
shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent
by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with
The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee
of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions
that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


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


 


2.3.2 Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name
such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant
and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate
made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability of Warrants.
The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd
day is not on a day, other than a 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 (the “Detachment Date”) with the consent of Morgan Stanley & Co. LLC   and US Tiger Securities, Inc., as representatives of the several underwriters, but in no event shall the Ordinary Shares and the Public
Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission
containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues
a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5 No Fractional Warrants Other Than as Part
of Units. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary
Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would
be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued
to such holder.





 






     


     


    

 


2.6 Private Placement Warrants and Working
Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except
that the Private Placement Warrants and the Working Capital Warrants:


 


(i) shall not be redeemable by the Company;


 


(ii) may not (including the Ordinary Shares
issued upon exercise of the Private Placement Warrants and the Working Capital Warrants) be transferred, assigned or sold until the date
that is thirty (30) days after the completion by the Company of an initial Business Combination (as defined below); and


 


(iii) may be exercised for cash or on a cashless
basis, pursuant to subsection 3.3.1(c) hereof; provided, however, that in the case of (ii), the Private Placement Warrants
and the Working Capital Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital
Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor, any shareholder(s) of
the Sponsor or any of their affiliates, or any employees of the Sponsor, any of its affiliates or any of their respective affiliates;


 


(b) in the case of an individual, by gift to
a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization;


 


(c) in the case of an individual, by virtue of
the laws of descent and distribution upon death of such person;


 


(d) in the case of an individual, pursuant to
a qualified domestic relations order;


 


(e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at
prices no greater than the price at which the Ordinary Shares or Private Placement Warrants were originally purchased;


 


(f) by virtue of the laws of the Cayman Islands
or the memorandum and articles of association of the Sponsor upon termination or dissolution of the Sponsor;


 


(g) in the event of the Company’s liquidation
prior to the consummation of a Business Combination; and


 


(h) in the event that, subsequent to the consummation
of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results
in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however,
that, in the case of clauses (a) through (f), these transferees (the “Permitted Transferees”) enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained
in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.


 


2.7 Working Capital Warrants. Each of the
Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8 No Changes to Terms of Private Placement
Warrants or Working Capital Warrants. For the avoidance of doubt, in the event of any transfer, assignment or sale of the Private
Placement Warrants or Working Capital Warrants, the terms of the Private Placement Warrants or Working Capital Warrants, as the case may
be, shall remain the same irrespective of the holder thereof.


 






     


     


    

 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of 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 shall mean the price per share (including in cash or by payment of Warrants pursuant to a
 “cashless exercise,” to the extent permitted hereunder) described in the prior sentence 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 identical among all of the Warrants. 


 


3.2 Duration of Warrants. A Warrant may
be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days
after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), and terminating
on the earlier to occur of: (x) at 5:00 p.m., New York City time on the date that is five (5) years after the date on which
the Company completes its initial Business Combination, (y) the liquidation of the Company, and (z) with respect to the Public
Warrants, at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the
 “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement.
Except with respect to the right of holders of Public Warrants to receive the Redemption Price (as defined below), each outstanding Public
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 Public Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days
prior written notice of any such extension to Registered Holders of the Public Warrants and, provided further that any such extension
shall be identical in duration among all the Public Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions
of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the
Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes
in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each 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, in
good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;


 


(b) in the event of a redemption pursuant to
Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require
all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public 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 Public Warrants, multiplied by the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(b), over
the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3,
the “Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof;


 


(c) with respect to any Private Placement Warrant
or Working Capital 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 “Fair Market Value,”
as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 






     


     


    

 





(d) as provided in Section 7.4 hereof.


 


3.3.2 Issuance of Ordinary Shares on Exercise.
As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is
pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate,
as applicable, for the number of 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 book-entry position or countersigned Warrant, as applicable,
for the number of Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by
a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for
each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to
the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue
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 from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant,
the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in
which case the purchaser of a Unit containing such Public Warrant shall have paid the full purchase price for the Unit solely for the
Ordinary Share underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may
require holders of Public Warrants to settle the Public Warrant on a “cashless basis” pursuant to Section 7.4.
If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder. For the avoidance of doubt, in no event will the Company be required to pay cash
to the holder of any Warrant in connection with the exercise of the warrants.


 


3.3.3 Valid Issuance. All Ordinary Shares
issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended and Restated Memorandum and Articles of
Association of the Company shall be validly issued, fully paid and non-assessable.


 


3.3.4 Date of Issuance. Each person in
whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have
become the holder of record of such Ordinary 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 in the case of a certificated
Warrant, 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 Ordinary 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; provided, 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), or any “group” of which such person or its
affiliates is a member, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(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, or any “group” of which such person or its affiliates is a member, 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, or any “group” of which such person or its affiliates is a member,
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, or any “group” of which such person or its affiliates is a member (including,
without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and the applicable regulations of the
Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable
regulations of the Commission, and the percentage held by a holder of a Warrant shall be determined in a manner consistent with the
provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5,
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 unless it provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to
such exercise, such person (together with its affiliates) or any “group” of which such person or its affiliates is a
member, would beneficially own in excess of the Maximum Percentage of the Class A ordinary shares outstanding immediately after
giving effect to such exercise as determined in accordance with this subsection. 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 Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or the Transfer Agent setting forth the number of 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 Capitalizations.


 


4.1.1 Sub-Divisions. 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
capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date
of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling
holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed
a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in
such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided
by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical
Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 






     


     


    

 


4.1.2 Extraordinary Dividends. If
the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other of the Company’s
share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 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 (as
amended from time to time, the “Charter”) (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary Shares included
in the Units sold in the Offering (the “Public Shares”) if the Company does not complete the
Business Combination within the period set forth in the Charter or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity 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 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 subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on
a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during
the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of
the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that
resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering) but only with respect to the amount of the aggregate cash
dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while
the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash
dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35
dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by
$0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or
made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of
all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).


 


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


 


4.3.1 Whenever the number of Ordinary Shares
purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of 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.


 


4.3.2 If (x) the Company issues additional
Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination
at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be
determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus)
or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their
affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business
Combination, and (z) the volume weighted average trading price of the Ordinary Shares during the 10 trading day period starting on
the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants
pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price.


 






     


     


    

 


4.4 Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change
under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such
Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the
Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a
subsidiary of another entity whose shareholders did not own all or substantially all of the Ordinary Shares of the Company in
substantially the same proportions immediately before such transaction and that does not result in any reclassification or
reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the
holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the
Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and
amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such
election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by
shareholders of the Company as provided for in the Charter or as a result of the redemption of Ordinary Shares by the Company if a
proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule
13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or
associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any
such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act (or any successor rule)) more than 50% of the voting power of the Company’s outstanding equity securities (including with
respect to the election of directors), the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and
after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4.
For the avoidance of doubt, holders of Warrants shall not be entitled to receive such amount as the Alternative Issuance unless
there is a change in control as a result of the relevant tender, exchange or redemption offer; provided further that if less
than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of
capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be
reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect
prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior
to the consummation of the applicable event based on the Black-Scholes Warrant Model for (x) with respect to the Public Warrants
only, a Capped American Call on Bloomberg Financial Markets (“Bloomberg”) (assuming zero dividends), and
(y) with respect to the Private Placement Warrants and/or the Working Capital Warrants only, an uncapped American Call on Bloomberg.
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account with respect
to the Public Warrants only, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary
Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the
applicable event, and (3) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to
the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to
holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other
cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on
the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a
change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive 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.





 



     


     


    

 


4.5 Notices of Changes in Warrant. Upon
every adjustment of the Warrant Price or the number of Ordinary 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 Ordinary 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 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of
a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest
whole number the number of Ordinary Shares to be issued to such holder.


 


4.7 Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 Other Events. In case any event shall
occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public
accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or
not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4
and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants
in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9 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 Company’s
Class B ordinary shares (the “Class B Ordinary Shares”) into Ordinary Shares or the conversion of
the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.


 


5. Transfer and Exchange of Warrants.


 


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


 


5.2 Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and
Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to
a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a
Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working
Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 






     


     


    

5.3 Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or
book-entry position for a fraction of a warrant, 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, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants. 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 and after the Detachment Date.


 


6. Redemption of Public Warrants.


 


6.1 Redemption of Warrants for Cash. All,
but not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described
in Section 6.2 below, at the price of $0.01 per Public Warrant (the “Redemption Price”); provided
that the closing price of the Ordinary Shares reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4
hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third Business Day prior
to the date on which notice of the redemption is given; provided further 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 Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Public Warrants
on a “cashless basis” pursuant to subsection 3.3.1 and such cashless exercise is exempt from registration under the
Securities Act.


 


6.2 Date Fixed for, and Notice of, Redemption;
Redemption Price. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1 above, 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 (such period, the “Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.


 


6.3 Exercise After Notice of Redemption.
The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3.3.1(b) of this
Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and
prior to the Redemption Date. In the event that the Company determines to require all holders of Public Warrants to exercise their Warrants
on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary
to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants, including the “Fair Market Value”
(as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the
Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.


 


6.4 Exclusion of Private Placement Warrants
and Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply
to the Private Placement Warrants or the Working Capital Warrants.


 






     


     


    

 


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 shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Ordinary Shares; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of the Ordinary Shares.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial
Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement registering,
under the Securities Act, the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially
reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the 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 Commission, 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,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) or another exemption) for that number of 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 “Fair Market Value” (as defined below)
over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading day period ending on the trading day
prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or
intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant
Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant
Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company
and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance
of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to
comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2 Cashless Exercise at Company’s
Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that
they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule),
the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a
 “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection
7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable
efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the
state of residence of the exercising Public Warrant holder to the extent an exemption is not available.





 






     


     


    

 


8. Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of Taxes. The Company shall
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such Ordinary 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 a Warrant (who shall, with such notice, submit his, her or
its 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 shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


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


 


8.4 Liability of Warrant Agent.


 


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


 






     


     


    

 


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


 


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


 


8.5 Acceptance of Agency. The Warrant Agent
hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay
to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.


 


8.6 Waiver. The Warrant Agent has no right
of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of,
the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company
and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and
any and all rights to seek access to the Trust Account.


 


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:


 


Chenghe Acquisition Co.


Unit 2009, Tower One, Lippo Centre


89 Queensway, Hong Kong


Central, Hong Kong


Attention: Richard Qi Li


 


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


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department





 






     


     


    

 


in each case, with copies to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020-1095


Attn: Joel L. Rubinstein, Esq.


Email: joel.rubinstein@whitecase.com


 


and


 


Morgan Stanley & Co. LLC


1585 Broadway, New York, NY 10019


Attn: Kyle McDonnell


Email: kyle.mcdonnell@morganstanley.com


 


Revere Securities LLC


650 Fifth Avenue, 35th Floor


New York, NY 10019


Attn: Dajiang Guo


Email: dguo@reveresecurities.com


 


US Tiger Securities, Inc


437 Madison Avenue, 27th Floor, New York, NY 10022


Attn: Edison Zhu


Email: Edison.zhu@ustigersecurities.com


 


and


 


Paul Hastings LLP


22/F, Bank of China Tower


1 Garden Road, Central


Hong Kong


Attn: Raymond Li, Esq.; Neil A. Torpey, Esq.; Fang Pei,
Esq.


Email: raymondli@paulhastings.com; neiltorpey@paulhastings.com;
fangpei@paulhastings.com


 


9.3 Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. The Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. 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 of 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 shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City
and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
such holder’s Warrant for inspection by the Warrant Agent.





 






     


     


    

 


9.6 Counterparts. This Agreement may be
executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


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


 


9.8 Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity or correcting any
mistake, including conforming 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 adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of an Alternative Issuance
pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or written
consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment
to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private
Placement Warrants or Working Capital Warrants, 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]





 






     


     


    

 



 


 


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


 


	 	CHENGHE
ACQUISITION CO.
	 	 
		By:	 
		Name:	 
		Title:	 
	 	 	 
	 	CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Warrant Agent    
	 	 
		By:	 
		Name:	 
		Title:	 



 


[Signature
Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT
A


 


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 AGREEMENTS BY AND AMONG CHENGHE ACQUISITION CO. (THE “COMPANY”), CHENGHE INVESTMENT CO. AND
THE OTHER SIGNATORIES THERETO, 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 2 OF THE WARRANT AGREEMENT) WHO AGREES
IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 




     


     


    

 


EXHIBIT
B


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO 


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE 


WARRANT
AGREEMENT DESCRIBED BELOW


 


CHENGHE
ACQUISITION CO.


Incorporated
Under the Laws of the Cayman Islands


 


CUSIP
[            ]


Warrant
Certificate


  


This
Warrant Certificate certifies that                   ,
or registered assigns, is the registered holder of                  warrants
evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares,
$0.0001 par value per share (the “Ordinary Shares”), of Chenghe Acquisition Co., a Cayman Islands exempted company
(the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below,
at the exercise price (the “Warrant 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 Warrant 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. No fractional shares will be issued upon
exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary
Share, the Company will, 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 set forth in the Warrant Agreement.


 


The
initial Warrant Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement.


 


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


 




     


     


    

 


	 	CHENGHE
  ACQUISITION CO.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CONTINENTAL
  STOCK TRANSFER & TRUST COMPANY as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




     


     


    

 


 


[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 [ ], 2022 (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 Warrant 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 Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement. In
addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant
has delivered a notice contemplated by subsection 3.3.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue
to such holder, and such holder may not acquire a number of Class A ordinary shares upon exercise of any Warrant to the extent that, upon
such exercise, the number of Class A ordinary shares then beneficially owned by such holder (together with such holder’s affiliates),
or any “group” of which such holder or its affiliates is a member, would exceed the Maximum Percentage of Class A ordinary
shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.

 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the 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 Chenghe Acquisition Co. (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 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 of the Warrant Agreement and
the Company has required cashless exercise pursuant to Section 6.3 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) and Section 6.3 of
the Warrant Agreement.


 


In
the event that the Warrant is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless”
basis pursuant to subsection 3.3.1(c) 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(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of 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                .


 


By
signing this Election to Purchase, the undersigned hereby certifies that such election will not result in the undersigned beneficially
owning Class A ordinary shares in excess of the 4.9% or 9.8% (as specified by the holder) cap outlined in subsection 3.3.5 of the Warrant
Agreement.


 


[By
signing this Election to Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together
with such person’s affiliates) or any “group” of which the undersigned or its affiliates is a member, would not beneficially
own in excess of the Maximum Percentage of Class A ordinary shares outstanding immediately after giving effect to such exercise as determined
in accordance with subsection 3.3.5 of the Warrant Agreement.]1


 





 






1
To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant
Agreement.


 


[Signature
Page Follows]





 




     


     


    

 


	 	 
	Date:                 ,                	 
	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
Identification Number)



 


	 	 
	Signature
Guaranteed:	 
	 	 
	 	 



 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).