Exhibit 4.7


 


THE REGISTERED HOLDER OF THIS WARRANT, BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. THE REGISTERED HOLDER OF THIS
WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE
DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) I-BANKERS SECURITIES, INC. (THE “REPRESENTATIVE”) OR AN UNDERWRITER
OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE REPRESENTATIVE OR OF ANY SUCH UNDERWRITER
OR SELECTED DEALER, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(E)(2). ADDITIONALLY, PURSUANT
TO FINRA CONDUCT RULE 5110(E), THE warrant (OR THE ORDINARY SHARES UNDERLYING THIS warrant) WILL NOT BE THE SUBJECT OF ANY HEDGING, SHORT
SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE SECURITIES BY ANY PERSON FOR A PERIOD OF
180 DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE.


 


THIS WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER
OF THE CONSUMMATION BY DISTOKEN ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, share
exchange, share reconstruction, RECAPITALIZATION OR amalgamation, contractual control arrangement with, purchasing all or substantially
all of the assets of, or engaging in any other similar business combination with one or more businesses or assets (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND _______, 2022.
VOID AFTER 5:00 P.M. EASTERN TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).


 


WARRANT FOR THE PURCHASE OF


_____ SHARES


OF


DISTOKEN ACQUISITION CORPORATION


 


1.             Warrant.
THIS CERTIFIES THAT, in consideration of $___ duly paid by or on behalf of ______ (the “Holder”), as registered
owner of this Warrant, to Distoken Acquisition Corporation (“Company”), Holder is entitled, at any time or
from time to time upon the later of the consummation of a Business Combination or _________, 2022 (“Commencement Date”),
and at or before 5:00 p.m., Eastern time, on the five year anniversary of the effective date (“Effective Date”)
of the Company’s registration statement (“Registration Statement”) pursuant to which Units are offered
for sale to the public (“Offering”), but not thereafter (“Expiration Date”), to subscribe
for, purchase and receive, in whole or in part, up to ________ (______) Class A ordinary shares of the Company, par value $0.0001 per
share (“Ordinary Shares”). If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein.
Notwithstanding anything to the contrary, the Holder agrees that it will not be permitted to exercise this Warrant after the five year
anniversary of the Effective Date. During the period beginning on the date hereof and ending on the Expiration Date, the Company agrees
not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $12.00 per Ordinary Share so purchased;
provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including
the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein
specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the
context.


 






     


     


    

 


	2.	Exercise.





 


2.1              
 Exercise Form. In order to exercise this Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Warrant and payment of the Exercise Price for each of the Ordinary Shares being purchased
payable in cash or by certified check or official bank check or pursuant to Section 2.3 hereof. If the Company does not cause the Ordinary
Shares to be issued upon proper exercise of this Warrant within five (5) days of the delivery of all items in the prior sentence, the
Holder shall be entitled to rescind its exercise and cause a new exercise of this Warrant to be effected when and if desired. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., New York City local time, on the Expiration Date, this Warrant
shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2              
Legend. Each certificate for the Ordinary Shares purchased under this Warrant shall bear a legend as follows unless such
securities have been registered under the Securities Act of 1933, as amended (“Act”):


 


“The securities represented by
this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The
securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the
Act, or pursuant to an exemption from registration under the Act and applicable state law.”


 


2.3              
Cashless Exercise.


 


2.3.1         
Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Ordinary Shares for which
this Warrant is being exercised in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert
on a cashless basis any exercisable but unexercised portion of this Warrant into Ordinary Shares (“Cashless Exercise Right”)
as follows: upon exercise of the Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any
of the Exercise Price in cash) that number of Ordinary Shares equal to the number of Ordinary Shares to be exercised multiplied by the
quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the Warrant being converted by (y) the
Current Market Value (as defined below). The “Value” of the portion of the Warrant being converted shall equal the
remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Ordinary Shares underlying the portion
of this Warrant being converted from (b) the Current Market Value of an Ordinary Share multiplied by the number of Ordinary Shares underlying
the portion of the Warrant being converted.  As used herein, the term “Current Market Value” per Ordinary Share
at any date means: (i) if the Ordinary Shares are listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor
exchange), the average reported last sale price of the Ordinary Shares in the principal trading market for the Ordinary Shares as reported
by the exchange or FINRA, as the case may be, for the three trading days preceding the date in question; (ii) if the Ordinary Shares are
not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but are traded in the residual
over-the-counter market, the average reported last sale price for the Ordinary Shares on for the three trading days preceding the date
in question for which such quotations are reported by the OTC Markets, LLC or similar publisher of such quotations; and (iii) if the fair
market value of the Ordinary Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of
the Company shall determine, in good faith.  


 


2.3.2         
Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after
the Commencement Date and not later than the Expiration Date by delivering the Warrant with the duly executed exercise form attached hereto
with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of
Ordinary Shares the Holder will purchase pursuant to such Cashless Exercise Right.


 






     


     


    

 


2.4              
 No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Warrant, in no event will
the Company be required to net cash settle the exercise of the Warrant. The holder of the Warrant will not be entitled to exercise the
Warrant unless it exercises such Warrant pursuant to the Cashless Exercise Right or a registration statement is effective, or an exemption
from the registration requirements is available at such time.


 


	3.	Transfer.





 


3.1              
General Restrictions. The registered Holder of this Warrant, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Warrant (or the Ordinary Shares underlying this Warrant) for a period of 180 days pursuant to Rule
5110(e)(1) of FINRA’s NASD Conduct Rules following the Effective Date to anyone other than (i) the Representative or an underwriter
or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter
or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Warrant (or the Ordinary Shares underlying this Warrant)
will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of the securities by any person for a period of 180 days immediately following the Effective Date. On and after the 181st day following
the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order
to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed,
together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business
days transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Ordinary Shares purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment.


 


3.2              
Restrictions Imposed by the Act. The securities evidenced by this Warrant shall not be transferred unless and until (i)
the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company
(the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption),
or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed
by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 


	4.	New Warrants to be Issued.



 


4.1              
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price (except to the extent that
the Holder elects to exercise this Warrant by means of a cashless exercise as provided in Section 2.3 above) and/or transfer tax, the
Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this Warrant in the name of the Holder
evidencing the right of the Holder to purchase the number of Ordinary Shares purchasable hereunder as to which this Warrant has not been
exercised or assigned.


 


4.2               Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 






     


     


    

 


	5.	Registration Rights.



 


5.1              
Demand Registration.


 


5.1.1         
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of
at least 51% of the Warrants and/or the underlying Ordinary Shares (“Majority Holders”), agrees to use its best
efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Warrants
requested by the Majority Holders in the Initial Demand Notice and all of the Ordinary Shares underlying such Warrants (collectively,
the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration
statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt
of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective
as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective
Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. The Company will notify all holders of the Warrants and/or Registrable Securities of the demand within ten days
from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion
of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities
in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt
by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1)
Demand Registration under this Section 5.1 in respect of all Registrable Securities.


 


5.1.2         
Effective Registration. A registration will not count as a Demand Registration until the registration statement filed with
the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto.


 


5.1.3         
Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand
Notice, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided
herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.


 


5.1.4          Reduction
of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which
the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to
sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i)
first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number
of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold
without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the Ordinary Shares or other securities registrable pursuant to the terms of the Registration Rights
Agreement between the Company and the initial investors in the Company, dated as of ______, 2021 (the “Registration
Rights Agreement” and such registrable securities, the “Investor Securities”) as to which
piggy-back registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number
of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i),
(ii), and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of
Shares.


 






     


     


    

 


5.1.5         
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the
effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue
its obligations under Section 5.1 with respect to such proposed offering, and the requested registration will not count as a Demand Registration.


 


5.1.6         
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including
the expenses of any one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities,
but the Holders shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register
the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall
the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be
obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing business in
such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their Ordinary Shares of the Company. The
Company shall use its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights
granted under Section 5.1.1 to remain effective until all the Registrable Securities have been sold or can be freely sold without registration
and without limitation under Rule 144.


 


5.2              
Piggy-Back Registration.


 


5.2.1          Piggy-Back
Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration
statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for its own account and/or for shareholders of the Company
for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 5.1),
other than a registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than fifteen
(15) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number
of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a
 “Piggy-Back Registration”). Such notice to the Holders shall continue to be given for each applicable
registration statement filed (during the period in which the Warrant is exercisable) by the Company until such time as all of the
Registrable Securities have been registered and sold. The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a
Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such Piggy-Back Registration.


 






     


     


    

 


5.2.2         
Reduction of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares
which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to
written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as
to which registration has been requested under this Section 5.2, and the Ordinary Shares, if any, as to which registration has been requested
pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of
Shares, then the Company shall include in any such registration:


 


(a)               
If the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable
Securities and Investor Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third,
to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration
rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b)                If
the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first, the
Ordinary Shares or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof,
that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other
persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares; and


 






     


     


    

 


(c)               
If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of
Registrable Securities or of Investor Securities, (A) first, the Ordinary Shares or other securities for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A) and (B), collectively the Ordinary Shares or other securities comprised of Registrable Securities and Investor
Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Registration Rights Agreement,
as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 


5.2.3         
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section 5.2.4.


 


5.2.4         
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses
of any one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. The Company shall use its best efforts to cause
any registration statement filed pursuant to the above piggy-back rights to remain effective for at least nine months from the date that
the Holders of the Registrable Securities are first given the opportunity to sell all of such securities.


 


5.3              
General Terms.


 


5.3.1          Indemnification.
The Company shall, to the fullest extent permitted by applicable law, indemnify the Holder(s) of the Registrable Securities to be
sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or threatened, or any claim
whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter and any third party
or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to
indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company, the Representative and the
other underwriters named therein dated the Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and
directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject
under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect
as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify
the Company.


 






     


     


    

 


5.3.2         
Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


5.3.3         
Documents Delivered to Holders. The Company shall furnish the Representative, as representative of the Holders participating
in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to the Representative,
as representative of the Holders participating in the offering, the correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff
with respect to the registration statement and permit the Representative, as representative of the Holders, to do such investigation,
upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and
at such reasonable times and as often as the Representative, as representative of the Holders, shall reasonably request. The Company shall
not be required to disclose any confidential information or other records to the Representative, as representative of the Holders, or
to any other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance
reasonably satisfactory to the Company), with the Company with respect thereto.


 


5.3.4          Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to Section 5.1, which managing underwriter shall be reasonably
acceptable to the Company. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any or all of the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such agreement shall
be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that
type used by the managing underwriter. Such Holders shall not be required to make any representations or warranties to or agreements
with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such
Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling shareholders as are
customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate
custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to
any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as
shall be reasonably required to effect the registration of the Registrable Securities.


 






     


     


    

 


5.3.5         
Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144
as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable
Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an
affiliate within the meaning of Rule 144).


 


5.3.6         
Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event
as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus,
and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to
the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


	6.	Adjustments.



 


6.1              
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Ordinary Shares underlying
the Warrant shall be subject to adjustment from time to time as hereinafter set forth:


  


6.1.1         
Share Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares or by a split-up of Ordinary Shares or other similar
event, then, on the effective date thereof, the number of Ordinary Shares underlying the Warrants shall be increased in proportion to
such increase in outstanding shares.


 


6.1.2         
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the
effective date thereof, the number of Ordinary Shares underlying the Warrants shall be decreased in proportion to such decrease in outstanding
shares.


 






     


     


    

 


6.1.3         
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 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Ordinary Shares,
or in the case of any merger or consolidation of the Company with or into another 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 property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter
(until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price
payable hereunder immediately prior to such event, the kind and amount of shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder
of the number of Ordinary Shares of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification
also results in a change in Ordinary Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


 


6.1.4         
Changes in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section, and
Warrants issued after such change may state the same Exercise Price and the same number of Ordinary Shares as are stated in the Warrants
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrants reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.1.5         
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 6.1.1 and 6.1.2 above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise
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.


 


6.2              
Substitute Warrant. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding
Ordinary Shares), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Warrant
providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration
of such Warrant) to receive, upon exercise of such Warrant, the kind and amount of shares and other securities and property receivable
upon such consolidation or merger, by a holder of the number of Ordinary Shares of the Company for which such Warrant might have been
exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Warrant shall provide for adjustments which
shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations
or mergers.


 


6.3              
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary
Shares upon the exercise of the Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of
Ordinary Shares or other securities, properties or rights.


 






     


     


    

 


7.            Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized but unissued
Ordinary Shares, solely for the purpose of issuance upon exercise of the Warrants, such number of Ordinary Shares or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants
and payment of the Exercise Price therefor, all Ordinary Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Warrants shall be outstanding,
the Company shall use its best efforts to cause all Ordinary Shares issuable upon exercise of the Warrants to be listed and/or quoted
(subject to official notice of issuance) on all securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading
market) on which the Ordinary Shares issued to the public in connection herewith may then be listed and/or quoted.


 


8.             Certain
Notice Requirements.


 


8.1              
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote
or consent as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of
the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the events described in Section
8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least 15 days prior to the
date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend,
distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation,
winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same
time and in the same manner that such notice is given to the shareholders.


 


8.2              
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of
the following events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Ordinary Shares any additional shares of the Company or securities convertible into or exchangeable for
shares of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business
shall be proposed.


 


8.3              
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating the same and shall be certified as being true and accurate
by the Company’s Chief Executive Officer.


 


8.4              
Transmittal of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing
and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to the following
address or to such other address as the Company may designate by notice to the Holders:


 






     


     


    

 


Distoken Acquisition Corporation


Unit 1006, Block C, Jinshangjun
Park


No. 2 Xiaoba Road, Panlong District


Kunming, Yunnan, China


Fax: __________________


Attn:


Email: _________________


 


	9.	Miscellaneous.



 


9.1              
Amendments. The Company and the Representative may from time to time supplement or amend this Warrant without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that
the Company and the Representative may deem necessary or desirable and that the Company and the Representative deem shall not adversely
affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


 


9.2              
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit
or affect the meaning or interpretation of any of the terms or provisions of this Warrant.


 


9.3              
Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4              
Binding Effect. This Warrant shall inure solely to the benefit of and shall be binding upon the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.


 


9.5              
Governing Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to the conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding, or claim against it arising out of or relating in any way to this Warrant shall be brought and enforced in the courts
of the State of New York under the accelerated adjudication procedures of the Commercial Division, or in the United States District Court
for the State of New York, as applicable, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons
to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor.


 


9.6               Waiver,
Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or
the right of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach or
non-compliance.


 






     


     


    

 


9.7              
Execution in Counterparts. This Warrant may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto.


 


9.8              
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Warrant, Holder agrees that, at
any time prior to the complete exercise of this Warrant by Holder, if the Company and the Representative enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Warrants will be exchanged for securities or cash or a combination
of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Remainder of page intentionally left blank]


 






     


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be signed by its duly authorized officer as of the __ day of ___, 2021.


 


	 	DISTOKEN ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 


Form to be used to exercise Warrant:


 


Distoken Acquisition Corporation


Unit 1006, Block C, Jinshangjun Park


No. 2 Xiaoba Road, Panlong District


Kunming, Yunnan, China


Fax: __________________


Email: _________________


 


Attn.: __________________


 


Date: _________________, 20___


 


The undersigned hereby elects
irrevocably to exercise all or a portion of the within Warrant and to purchase ____ Ordinary Shares of Distoken Acquisition Corporation
and hereby makes payment of $____________ (at the rate of $_________ per Ordinary Share) in payment of the Exercise Price pursuant thereto.
Please issue the securities as to which this Warrant is exercised in accordance with the instructions given below.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase _________ Ordinary Shares purchasable under the within Warrant by surrender of the unexercised
portion of the attached Warrant (with a “Value” based of $_______ based on a “Market Price” of $_______). Please
issue the securities comprising the Ordinary Shares as to which this Warrant is exercised in accordance with the instructions given below.


 


	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name


	 
	 (Print in Block Letters)


 


Address 


	 


 






     


     


    

 


Form to be used to assign Warrant:


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Warrant):


 


FOR VALUE RECEIVED,________________________________________
does hereby sell, assign and transfer unto ________________________________________ the right to purchase __________ Ordinary Shares of
Distoken Acquisition Corporation (“Company”) evidenced by the within Warrant and does hereby authorize the Company
to transfer such right on the books of the Company.


 


Dated: ___________________, 20__


 


	 	 
	 	Signature
	 	 
	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).