Exhibit 4.4


 


WARRANT
AGREEMENT


 


This agreement (“Agreement”)
is made as of [●], 2022 between Fortune Joy International Acquisition Corp, a Cayman Islands exempted company (“Company”),
and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged
in a public offering (“Public Offering”) of up to 7,500,000 units (including up to 8,625,000 units subject to the Over-allotment
Option (as defined below)) (“Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001
per share (“Ordinary Shares”), and one redeemable warrant, where each warrant entitles the holder to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver
up to 3,750,000 warrants (including up to 4,312,500 warrants subject to the Over-allotment Option) (the “Public Warrants”)
to the public investors in connection with the Public Offering; and


 


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


 


WHEREAS, the Company has received
binding commitments from Fortune Joy Capital Corp (the “Sponsor”) to purchase up to an aggregate of 465,000 units (up
to 510,000 units if the Over-allotment Option is exercised in full) (the “Private Units”) at a purchase price of $10.00
per Private Unit, in a private placement transaction to occur simultaneously with the consummation of the Public Offering, and, in connection
therewith, will issue and deliver up to an aggregate of 232,500 warrants (up to 255,000 warrants if the Over-allotment Option is exercised
in full) underlying such Private Units bearing the legend set forth in Exhibit B hereto (the “Private Warrants,”
and together with the Public Warrants, the “Warrants”).


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan 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 150,000 Private Units at a price of $10.00
per unit (the “Working Capital Units”), and, in connection therewith, will issue and deliver up to an aggregate of
75,000 warrants (the “Working Capital Warrants” and, together with the Private Warrants and Public Warrants, the “Warrants”);
and


 


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


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 






     


     


    

 


2. Warrants.


 


2.1. Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or
Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or
by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has
been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of Countersignature.
Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this
Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company.


 


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


 


2.5. Detachability of
Warrants. The securities comprising the Units will not be separately transferable until the 52nd business day following the date of
the Prospectus or, if such 52nd business day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York
City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following
such date, or earlier with the consent of Tiger Brokers and EF Hutton, division of Benchmark Investments, LLC (the “Representatives”),
but in no event will the Representatives allow separate trading of the securities comprising the Units until (i) the Company has filed
a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the
Public Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the
Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment
Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.


 


2.6. Private Warrant
and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the same form as the Public
Warrants.


 


3. Terms and Exercise
of Warrants


 


3.1. Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder
thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at which
the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the
Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants and,
provided further that any such reduction shall be applied consistently to all of the Warrants.


 






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3.2. Duration of Warrants.
A Warrant may be exercised only during the period commencing on 30 days after the consummation by the Company of a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (“Business Combination”) (as described more fully in the Registration Statement) and terminating at 5:00
p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption
Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”),
provided, however, that the Warrants issued to the Representatives will not be exercisable more than five years after the commencement
of sales in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the
expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right
to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of
any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.


 


3.3. Exercise of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary
Shares, as follows:


 


(a) in lawful money of the United
States, by good certified check or wire payable to the Warrant Agent; or


 


(b) in the event of redemption
pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to
exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the
quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section
3.3.1(b), the “Fair Market Value” shall mean the volume-weighted average last reported sale 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 Warrants pursuant to Section 6 hereof; or


 


(c) in the event the registration
statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days after the
closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by
dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price
and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted
unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the volume-weighted average last reported sale 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 exercise of the Warrant is sent to the Warrant
Agent.


 


3.3.2. Issuance of
Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position,
for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number
of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required
to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary
Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition
in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to
exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing
such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 



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3.3.3. Valid Issuance.
All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.


 


3.3.4. Date of Issuance.
Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all purposes be deemed to have
become the holder of record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share
transfer books or book entry system are open.


 


3.3.5. Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such
election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such
holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent
annual report on Form 10- K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any
case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the
sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1. Stock Dividends;
Split Ups. 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 stock dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
then, on the effective date of such stock dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.


 


4.2. Aggregation of
Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse
stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination,
reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding Ordinary Shares.


 


4.3. Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the Ordinary Shares or other shares of the Company’s capital stock into which the Warrants are
convertible (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 the fair market value (as determined by the Company’s Board
of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding
shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that
none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection
4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with 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
does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders
waived their right to receive such dividend) and 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) but only with respect to the amount of the aggregate cash dividends
or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares
in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Memorandum
and Articles of Association (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination. 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)).


 


4.4. Adjustments in
Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections
4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares
so purchasable immediately thereafter.


 






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4.5. Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than
a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value
of the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change
in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions
of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant.


 


4.6. Issuance in connection
with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked
securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as
determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial
stockholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001
per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial stockholders or their
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination
on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below
$9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of
(i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest
cent) to be equal to 165% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section
4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty
(20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7. Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5,
or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 


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


 


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


 






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


 


4.11. No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of the shares of Class B Ordinary Shares into shares of Ordinary
Shares, in each case, pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, as further amended
from time to time.


 


5. Transfer and Exchange
of Warrants.


 


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


 


5.2. Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with
a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants,
or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number
of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


5.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants
and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until
after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or (x)
in the case of the Representatives, to Representatives’ affiliates, or any investment fund or other entity controlled or managed
by the Representatives, or to any investment manager or investment advisor of the Representatives or an affiliate of any such investment
manager or investment advisor or to any investment fund or other entity controlled or managed by such persons and (y) to the Company’s
or the initial stockholders’ members, officers, directors, consultants or their affiliates, any affiliate of the Representatives
or any employee of the Representatives, or any member of the Representatives or any affiliate of such member, (ii) to a holder’s
stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member
of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate
family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to
a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business
Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants
were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination
or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s
prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for
such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement
the transferor is bound by.


 






    7


     


    

 


5.7. Transfers prior
to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall also operate to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment
Date.


 


6. Redemption.


 


6.1. Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Ordinary Shares equals or exceeds $16.50 per share (subject to adjustment
in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading
days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior
to the date on which notice of redemption is given and provided that there is an effective registration statement covering the Ordinary
Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or
the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b);
provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption
right if the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable
state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date Fixed for,
and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption, the
Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the
Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


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


 


7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1. No Rights as Stockholder.
A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


7.2. Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms
as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such
new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 






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7.3. Reservation of
Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of
Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, but in no event
later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with
the SEC a registration statement for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and
it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants
were initially offered by the Company and in those states where holders of Warrants then reside, the Ordinary Shares issuable upon exercise
of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions
of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of
the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the
closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c).
The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is
not required to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S.
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly,
will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised
on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences
of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written
consent of the Representatives.


 


8. Concerning the
Warrant Agent and Other Matters.


 


8.1. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.


 


8.2. Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant
Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of
New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under
such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.


 






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


 


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


 


8.3. Fees and Expenses
of Warrant Agent.


 


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


 


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


 


8.4. Liability of Warrant
Agent.


 


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


 


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


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section
4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares will,
when issued, be valid and fully paid and nonassessable.


 


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


 






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9. Miscellaneous Provisions.


 


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


 


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


 


Fortune Joy International Acquisition Corp


48 Bridge Street, Building A,


Metuchen, NJ 08840





Attn: Long Chen


 


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


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Ortoli Rosenstadt LLP


366 Madison Avenue, 3rd Floor


New York, New York, 10017


Attn: William S. Rosenstadt


 


and


 


Winston & Strawn LLP


800 Capitol Street, Suite 2400


Houston, TX 77002-2925


Attn: Michael J. Blankenship  


 


9.3. Applicable Law
and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement, including under the Act, shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 






    11


     


    

 


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 expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered
holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.


 


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


 


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


 


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


 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any ambiguity
or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered
holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment to the terms
of the Private Placement Warrants shall only require the consent of the Company and the holders of a majority of the Private Placement
Warrants and (b) the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the registered holders.


 


9.9. Trust Account Waiver.
The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company
in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”), including
by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent
has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against
the property held in the Trust Account.


 


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


 


[Signature Page Follows]


 






    12


     


    

 


IN WITNESS WHEREOF, this Agreement
has been duly executed by the parties hereto as of the day and year first above written.


	 	 	 
	 	FORTUNE JOY INTERNATIONAL ACQUISITION CORP
	 	 	 
	 	By:	

  
	 	 	Name: 
	 	 	Title:   
	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	

  
	 	 	Name:
	 	 	Title:


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A

FORM OF WARRANT CERTIFICATE


 


[See attached]


 




     


     


    

 


EXHIBIT B 


 


LEGEND 


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG FORTUNE JOY INTERNATIONAL ACQUISITION CORP (THE “COMPANY”), FORTUNE JOY CAPITAL CORP AND THE OTHER PARTIES 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 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS. 


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF 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.”