Exhibit
4.5 


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”),
dated as of [l],
2022, is by and between A SPAC II Acquisition Corp., a British Virgin Islands company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 





WHEREAS, the Company is engaged
in an initial public offering (the “Public Offering”) of up to 21,275,000 units (including up to 2,775,000 units
subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised of one
Class A ordinary share of the Company, no par value per share (“Ordinary Share”), one-half (1/2) of one warrant, where
each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per whole share, subject to adjustment
as described herein, and one right to receive one- tenth (1/10) of one Class A ordinary share, and in connection therewith, will issue
and deliver up to 10,637,500 warrants (including up to 1,387,500 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 received
binding commitments from A SPAC II (Holdings) Corp. (the “Sponsor”) to purchase up to an aggregate of 8,450,000
private warrants (or up to 9,421,250 private warrants if the overallotment is exercised in full) (the “Private Warrants”)
bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with the consummation of
the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-1, File No. 333-[l] (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; and


 


WHEREAS,
the Company may issue up to an additional 1,150,000 warrants (the “Working Capital
Warrants”) at a price of $1.00 per Working Capital Warrant, in satisfaction of certain
working capital loans made by the Company’s officers, directors, initial stockholders and their affiliates; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post
IPO Warrants” and together with the Public Warrants, Private Warrants, and Working Capital
Warrants, the “Warrants”) in connection with, or following the consummation
by the Company of, a Business Combination (defined below); 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, Chief Financial Officer or 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 (the “DTC”)
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 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 Maxim Group,
LLC, as representative of the several underwriters (the “Representative”), 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 files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


 


2.6      
Private Warrant and Working Capital Warrant Attributes. The Private
Warrants and Working Capital Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option
pursuant to Section 3.3.1(c) hereof and (ii) will not be redeemable by the Company.


 






     


     


    

 


2.7      
Post IPO Warrants. The Post IPO Warrants, when and if issued, shall
have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.


 


3.        Terms
and Exercise of Warrants


 


3.1       Warrant
Price. Each whole 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 whole 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 at which 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 five (5)
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 commencing on the later of (a) twelve (12) months
from the date of the final prospectus included with the Registration Statement and (b) thirty (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”). 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 Ordinary Share as
to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, 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 a redemption pursuant to Section 6.1 hereof in which the
Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,”
by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”
(defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall
mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the day prior to the date on
which the notice of redemption is sent to the holders of the 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
exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless
exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section
3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10)
trading days ending on the third trading day prior to the date of exercise.


 






     


     


    

 


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 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 or issuance would be unlawful.


 


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


 


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


 






     


     


    

 


3.3.5      
Maximum Percentage. A holder of a Warrant may notify the Company
in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant
shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant
Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”)
of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that
would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible 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.


 


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 stockholders 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 stockholders
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 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)). Furthermore, solely for the purposes of illustration,
if following the closing of the Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company
paid a $1.00 dividend to each of 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such
dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals
$0.175 per share which is less than $0.50 per share.


 





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


 


4.5      
Replacement of Securities upon Reorganization, etc. In case of
any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof
or that solely affects the par value of the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding 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. Notwithstanding anything to the contrary
herein, in the event of any tender offer for Ordinary Shares, the offeror shall not make any tender offer for Warrants if the effect
of such offer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.


 






     


     


    

 


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 Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held
by them prior to such issuance), (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 Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company
issues the Ordinary Shares or equity-linked securities, and the $18.00 per share redemption trigger price will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Fair Market Value and the price at which the Company issues Ordinary Shares or equity-linked
securities. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted
average reported trading price of the Ordinary Shares for the twenty (20) trading days starting on the trading day prior to the date of
the consummation of the Business Combination. Notwithstanding the foregoing, in no event may the exercise price of
the warrants be adjusted to less than $5.75 per share (as adjusted for splits, dividends, aggregations and similar events).

 


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 down to the nearest whole number of Ordinary Shares to
be issued to the Warrant holder.


 


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


 






     


     


    

 





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


 


5.       
Transfer and Exchange of Warrants.


 


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


 


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


 


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


 


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, except for transfers (i) among the initial shareholders
or to the initial shareholder’s members or the Company’s officers, directors, consultants or their affiliates, (ii) to a
holder’s shareholders 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 the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (viii)
in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share
exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (vii) or (viii) 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.


 


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 operate also 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 closing price of the Ordinary Shares equals or exceeds $18.00 per share
(the “Redemption Trigger Price subject to adjustment in accordance with Section 4 hereof), on each of twenty (20)
trading days within any thirty (30) trading day period 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 Warrants become
redeemable by the Company, the Company may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the
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 Shareholder. A Warrant does not entitle the Registered
Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.


 






     


     


    

 





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


 


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


 


7.4      
Registration of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business
Combination, it shall use its best efforts to file with the Commission 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, 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 day following the closing of the Business Combination, holders
of the Warrants shall have the right, during the period beginning on the 61st 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” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent
with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the Ordinary
Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such
term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the
avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section
7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.


 






     


     


    

 


8.       
Concerning the Warrant Agent and Other Matters.


 


8.1       Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such 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 any Warrant (who shall, with such notice, submit his Warrant for inspection by the Company),
then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 






     


     


    

 


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


 


8.3                          Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4                         
Liability of Warrant Agent.


 


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


 


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


 






     


     


    

 


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


 


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


 


9.         Miscellaneous
Provisions.


 


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


 


9.2      
Notices. Any notice, statement or demand authorized by this Agreement
to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given (i) if by email
when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) 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:


 


A SPAC II Acquisition Corp.


289 Beach Road


#03-01


Singapore 199552


Attention: Claudius Tsang


E-mail: contact@aspac.co


 


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 (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so
delivered, or (iii) 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, NY 10004


Attn:
Francis E. Wolf, Jr.


 


with
a copy in each case to:


 


Loeb
 & Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


E-mail:
gcaruso@loeb.com


 


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.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
 “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by
service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 






     


     


    

 


9.4      
Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections
7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement
with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections
7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the Registered Holders of the Warrants.


 


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


 


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


 


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


 


9.8      
Amendments. This Agreement may be amended by the parties hereto
without the consent of any Registered Holder for the purpose of 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 of 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. 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 (i) a majority of the then outstanding Public Warrants if such modification or amendment is being
undertaken prior to, or in connection with, the consummation of a Business Combination or (ii) a majority of the then outstanding Warrants
if such modification or amendment is being undertaken after the consummation of a Business Combination. 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. The provisions of this Section 9.8 may not be modified, amended or deleted without the
prior written consent of the Representative.


 


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]


 









     


     


    

 


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


 


	 	A SPAC II ACQUISITION CORP.
	 	 
	 	By:	/s/ Claudius Tsang
	 	Name: 	Claudius Tsang
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK & TRANSFER AGENT, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Agreement]


 









     


     


    

 


EXHIBIT
A


 


FORM
OF WARRANT CERTIFICATE





 






     


     


    

 


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, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED ) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 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.”