Exhibit
4.2


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of _____, 2021, is by and between Bridgetown 2 Holdings
Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown 2 LLC, a Cayman Islands limited
liability company (the “Sponsor”);


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of Class A ordinary share of the
Company, of $0.0001 par value per share (“Ordinary Shares”), ; and


 


WHEREAS,
on ____, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with the Sponsor pursuant to
which the Sponsor agreed to purchase an aggregate of 13,400,000 warrants (or up to 14,960,000 warrants if the Over-allotment Option
(as defined below) in connection with the Offering is exercised in full) simultaneously with the closing of the Offering (and
the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $0.50 per Private Placement Warrant; each Private Placement Warrant
entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but
are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible
into up to an additional 1,500,000 warrants at a price of $0.50 per warrant (the “Working Capital Warrants”
together with the Private Placement Warrants, the “Warrants”); and


  


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 333-251860 (the “Registration Statement”) and
prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
“Securities Act”), of the Ordinary Shares; 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 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,
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. [intentionally
omitted]


 


2. Warrants.


 


2.1 Form of
Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in
substantially the form of Exhibit 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, President, Chief Executive Officer, Chief Financial Officer,
Chief Operations Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 




     


     


    

 


 


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


 


2.3 Registration.


 


2.3.1 Warrant
Register. The Company shall maintain books (the “Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Company 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 Company.


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in
whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes,
and the Company shall not be affected by any notice to the contrary.


 


2.5 No
Fractional Warrants. The Company shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6 Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants , so long
as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable: (i) may be exercised
for cash or on a cashless basis, pursuant to subsection 3.3.1(b) hereof, (ii) may not be transferred, assigned
or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below),
and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the
Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted
Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be
transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e)
by private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection
with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the
Warrants were originally purchased;


 


(f)
in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or


 


(g)
by virtue of the laws of the Cayman Islands or the Sponsor’s memorandum and articles of association upon dissolution of
the Sponsor;


 


provided, however,
that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


  


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


 






    2


     


    

 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share 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).


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years
after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance
with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company
fails to complete a Business Combination, (the “Expiration Date”). Each outstanding 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.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Company at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, (ii) an
election to purchase (“Election to Purchase”) Ordinary Shares pursuant to the exercise of a Warrant,
properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate, and (iii) payment in full
of the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary
Shares, as follows:


 


(a)
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Company or by wire
transfer; 


 


(b)
so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, as applicable,
by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product
of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as
defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 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 third trading day prior to the date on which notice of exercise
of the Warrant is sent to the Company; or


  


3.3.2 Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as
to which such Warrant shall not have been exercised. If fewer than all the Warrants are exercised, a notation shall be made to
the records maintained by the Company evidencing the balance of the Warrants remaining after such exercise. If, by reason of any
exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder.


 




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


 


3.3.4 Date
of Issuance. Upon proper exercise of a Warrant, the Company shall make the necessary entries in the register of members of
the Company in respect of the Ordinary Shares and to issue a certificate if requested by the holder of such Warrant. Each person
in whose name any book-entry position in the register of members of the Company or certificate, as applicable, for Ordinary Shares
is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the
Warrant, or book-entry position in the register of members of the Company representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members or share transfer books of the Company
or book-entry system of the Company are closed, such person shall be deemed to have become the holder of such Ordinary Shares
at the close of business on the next succeeding date on which the register of members, 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 Company 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 Company’s actual knowledge, would beneficially own in
excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary
Shares issued and 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
preference shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of issued and outstanding Ordinary Shares, the holder may rely on the number
of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the transfer
agent setting forth the number of Ordinary Shares issued and 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 issued and outstanding. In any case, the number of issued and 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 issued and outstanding Ordinary Shares was reported. By written notice to the Company,
the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other
percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Share
Capitalizations.


  


4.1.1 Subdivision.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding
Ordinary Shares is increased by a capitalization of Ordinary Shares, or by a subdivision of Ordinary Shares or other
similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of
Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding
Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price
less than the “Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares
equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) and (ii) one
(1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair
Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for the Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or
in the applicable market, regular way, without the right to receive such rights. 


  


4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the
Company into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by
the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval to satisfy
the redemption rights of the holders of the Ordinary Shares in connection with a vote to amend the Company’s amended and
restated memorandum and articles of association as provided therein to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Business Combination or to redeem 100% of the public shares if the Company does not
complete the Business Combination within the period set forth in the Company’s amended and restated memorandum and articles
of association, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its
initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend
or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash
distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Shares in the Offering).


 


4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of issued and outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares
or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the
number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and
outstanding Ordinary Shares.


 


4.3 Adjustments
in Warrant Price.


 


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


  




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4.4 Replacement
of Securities upon Reorganization, etc. In case of any redesignation or reorganization of the issued and outstanding
Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof
or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with
or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company
is the continuing corporation and is not a subsidiary of another entity whose shareholders did not own all or substantially all
of the Ordinary Shares of the Company in substantially the same proportions immediately before such transaction and that does
not result in any redesignation or reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or
conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is liquidated or dissolved, the holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of
the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and
amount of shares or other securities or property (including cash) receivable upon such redesignation, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance,
the successor or purchasing entity shall execute an amendment hereto with the Company providing for delivery of such Alternative
Issuance; provided, further, that (i) if the holders of the Ordinary Shares were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the
Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or
redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or
redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for
in the Company’s amended and restated memorandum and articles of association or as a result of the repurchase of Ordinary
Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such
maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50%
of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in this Section 4; provided, further, that if less than 70% of the consideration
receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
(in dollars) equal to the difference of (but in no event less than zero) (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the
price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall
be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the
day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S.
Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means
(i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per
Ordinary Share, and (ii) in all other cases, the amount of cash per Ordinary Share, if any, plus the volume weighted average
price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassification, 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.


 




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


 


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


 


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


 


4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants
be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9 No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Company’s Class B ordinary share (the “Class B Ordinary Share”)
into Ordinary Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Company’s
amended and restated memorandum and articles of association, as amended from time to time. 


 


5. Transfer
and Exchange of Warrants.


 


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


 


5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Company, together with a written request for exchange or transfer,
and thereupon the Company shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; ; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement
Warrants and Working Capital Warrants), the Company shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Company 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.


 






    7


     


    

 


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


 


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 Company 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. 


 


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


 


6.1 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 general meetings or the appointment of directors of the
Company or any other matter.


 


6.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company 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.


 


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


 


7. Miscellaneous
Provisions.


 


7.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Registered Holder shall bind and
inure to the benefit of their respective successors and assigns.


 


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


 


Bridgetown
2 Holdings Limited


38/F
Champion Tower


3
Garden Road, Central


Hong
Kong


Attention:
Daniel Wong


  


in
each case, with copies to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Stuart Neuhauser, Esq.











Email:
sneuhauser@egsllp.com


 






    8


     


    

  


7.3 Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive 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 7.3. 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.


 


7.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or
corporation other than the Company and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of
this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Company and its successors
and assigns and of the Registered Holders of the Warrants.


 


7.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Company,
for inspection by the Registered Holder of any Warrant. The Company may require any such holder to submit such holder’s
Warrant for inspection by the Company.


 


7.6 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. 


 


7.7 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.


 


7.8 Amendments.
This Agreement may be amended by the Company with the consent of any Registered Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. Any amendment to the Private Placement Warrants or the
Working Capital Warrants shall require the vote or written consent of a majority of the holders of the then outstanding Private
Placement Warrants and the Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or
extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the Registered Holders.


 


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


 




    9


     


    

 


7.10
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


7.11
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 Company for the
carrying out or performing of the provisions of this Agreement.


 


Exhibit A
Form of Warrant Certificate


 


Exhibit B
Legend – Private Placement Warrants


 


[Signature
Page Follows]


 




    10


     


    

  


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


 


	 	BRIDGETOWN 2 HOLDINGS LIMITED
	 	 
	 	By:	 
	 	Name: 	Daniel Wong
	 	Title:	Chief Executive
    Officer and Chief Financial Officer
	 	 
	 	BRIDGETOWN 2 LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 Managing
    Member


 


[Signature
Page to Warrant Agreement]





 




    11


     


    

  


EXHIBIT A


 


[Form
of Warrant Certificate]


 


[FACE]


  


Number


  


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


  


BRIDGETOWN
2 HOLDINGS LIMITED


Incorporated Under the Laws of the Cayman
Islands


  


 


Warrant
Certificate


  


This Warrant Certificate certifies that  
                  , or registered assigns, is the registered holder of warrant(s)
evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
of $0.0001 par value per share (“Ordinary Shares”), of Bridgetown 2 Holdings Limited, a Cayman Islands
exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period
set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as
determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office of the Company referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in
an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to
the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


  


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


  


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


  


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


  


This
Warrant Certificate shall not be valid unless countersigned by the Company, as such term is used in the Warrant Agreement.


  




    A-1


     


    

  


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


	 	BRIDGETOWN 2 HOLDINGS LIMITED
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 
	 	 	 
	 	BRIDGETOWN 2 LLC 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


  


[Form
of Warrant Certificate]


  


[Reverse]


  


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of ____, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Bridgetown 2 LLC, (the “Sponsor”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this
Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


  


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate office of the
Company. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than
the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant
Certificate evidencing the number of Warrants not exercised.  


  


The
Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of
the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the
holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.


 




    A-2


     


    

   


Warrant
Certificates, when surrendered at the principal corporate office of the Company by the Registered Holder thereof in person or
by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Company a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any tax or other governmental charge imposed in connection therewith.


 


The
Company may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Neither
the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


  


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive    
              Ordinary Shares and herewith tenders payment for such Ordinary Shares to the
order of Bridgetown 2 Holdings Limited (the “Company”) in the amount of $        
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the
name of                  , whose address is            
      and that such Ordinary Shares be delivered to                  
                 whose address is              
   . If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of
                 , whose address is              
            and that such Warrant Certificate be delivered to          
       , whose address is                  .  


  


In
the event that the Warrant is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless”
basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement.


  


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of
the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of            
     , whose address is                          
and that such Warrant Certificate be delivered to                  , whose address
is                  .


  


[Signature
Page Follows]





 




    A-3


     


    

   


	Date:     
              , 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


  


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


 




    A-4


     


    

  


EXHIBIT
B


 


LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION,
SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BRIDGETOWN 2 HOLDINGS LIMITED
(THE “COMPANY”), BRIDGETOWN 2 LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL
BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND CLASS A 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.”


 


 


B-1