Exhibit 4.1


 


WARRANT AGREEMENT 


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of March 18, 2021, is by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent,” and also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”) and one-half
of a redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined
to issue and deliver up to 15,000,000 warrants (or up to 17,250,000 warrants if the Over-allotment Option (as defined below) is
exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company entered into that certain
Private Placement Units Purchase Agreement with Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 1,030,000 Units simultaneously with the closing of the Offering
(the “Private Placement Units”), which Private Placement Units include an aggregate of 515,000 private
placement warrants (the “Private Placement Warrants”), each bearing the legend set forth in Exhibit
A hereto;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of
the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 private placement-equivalent
units at a price of $10.00 per unit, which will be identical to the Private Placement Units (the warrants underlying such units,
the “Working Capital Warrants,” and, together with the Private Placement Warrants and the Public Warrants,
the “Warrants”);


 


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


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File
No. 333-253618 (the “Registration Statement”) and a prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Ordinary Shares included in the Units;


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 





2. Warrants.


 


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


 


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


 


2.3 Registration.


 


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


 


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


 


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


 


2.4 Detachability of Warrants. The
Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the
Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City
are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier (the “Detachment Date”) with the consent of Citigroup Global Markets
Inc., as representative of the several underwriters, but in no event shall the Ordinary Shares and the Public Warrants comprising
the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the
Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B)
the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading
shall begin.


 






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


 


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


 


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


 


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


 


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


 


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


 


(f) by virtue of the laws of the Cayman
Islands or the limited partnership agreement of the Sponsor upon dissolution of the Sponsor;


 


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


 


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


 


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


 






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3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the
extent permitted hereunder) described in the prior sentence at which the Ordinary Shares may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than fifteen (15) Business Days (unless otherwise required by the Commission, any national securities
exchange on which the Warrants are listed or applicable law), provided, that the Company shall provide at least five (5) days prior
written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 


3.2 Duration of Warrants. A Warrant
may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty
(30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date
on which the Company completes its initial Business Combination, (y) the liquidation of the Company, and (z) other than with respect
to the Private Placement Warrants and the Working Capital Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined
below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant) in the event of
a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working
Capital Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided,
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the
Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 


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 Warrant Agent
at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case
of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the
records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Ordinary
Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with
the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for
the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of the United States,
in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;


 


(b) [Reserved];


 


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


 






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(d) as provided in Section 6.2 hereof
with respect to a Make-Whole Exercise (as defined below); or


 


(e) as provided in Section 7.4 hereof.


 


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


 


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


 


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


 


3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such
election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and
such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”) of the Ordinary
Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred
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 outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder
of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st)
day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Share Capitalizations.


 


4.1.1 Split-Ups. If after the date
hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a
share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective
date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially
all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair
Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product
of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for Ordinary Shares) and (ii) one (1) minus the quotient of (x)
the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this
subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining
the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume
weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


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


 


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


 


4.3 Adjustments in Warrant Price.


 


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



 






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4.3.2 If (x) the Company issues additional
Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business
Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective
issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined
in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such
shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for funding the initial Business Combination on the date of the consummation of our initial business combination (net
of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 10 trading day period starting
on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market
Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of
the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section
6.1 and Section 6.2 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of
the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall
be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


4.4 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections
4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the
case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other
than a consolidation or merger in which the Company is the continuing corporation and is not a subsidiary of another entity whose
shareholders did not own all or substantially all of the Ordinary Shares of the Company in substantially the same proportions immediately
before such transaction and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares),
or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares
of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary
Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer
shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter or as a
result of the redemption of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which
such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the 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 capital stock or shares in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,
and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect
prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value
(as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior
to the consummation of the applicable event based on the Black-Scholes Warrant Model for 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 volume weighted average price of the Ordinary Shares as reported during the ten
(10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be
made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the
Warrant.


 






    7


     


    

 


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


 


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


 


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


 


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


 


4.9 No Adjustment. For the avoidance
of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio
of the Company’s Class B ordinary shares (the “Class B Ordinary Shares”) into Ordinary Shares or
the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.


 


5. Transfer and Exchange of Warrants.


 


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


 


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


 






    8


     


    

 


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


 


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


 


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


 


5.6 Transfer of Warrants. Prior to
the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 


6. Redemption.


6.1 Redemption of Warrants for Cash.
Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at a Redemption Price (as defined below) of $0.01 per Warrant; provided that (a)
the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b)
there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2 Redemption of Warrants for Ordinary
Shares. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders
of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that the
Reference Value equals or exceeds $10.00 per public share (subject to adjustment in compliance with Section 4 hereof). If
the Reference Value is less than $18.00 per share (as adjusted for adjustments to the umber of shares issuable upon exercise or
the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms
as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section
6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to
subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption
Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value”
(as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of
this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this
Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the
Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the
ten (10) trading day period described above ends.


 






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	 	 	Redemption Fair Market Value of Ordinary Shares
 (period to expiration of warrants)	 
	Redemption Date	 	£10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	318.00	 
	60 months	 	 	0.261	 	 	 	0.280	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—  	 	 	 	—  	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact Redemption Fair Market Value and
Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values
in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for
each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based
on a 365- or 366-day year, as applicable.


 


The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise
Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted
pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to
such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant
as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number
of shares issuable upon exercise of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an adjustment
pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior
to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share
prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise
Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole
Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).


 


6.3 Date Fixed for, and Notice of, Redemption;
Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1
or Section 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice
of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (such period, the “Redemption Period”) to the Registered Holders of the Warrants to be
redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this
Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed
pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported
sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third
trading day prior to the date on which notice of the redemption is given.


 






    10


     


    

 


6.4 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this Agreement)
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to
the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


 


6.5 Exclusion of Private Placement Warrants
and Working Capital Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 shall not apply
to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants
or Working Capital Warrants continue to be held by the Sponsor or any of its Permitted Transferees, as applicable and (b) if the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption
rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the
time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or any of
its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than
to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital
Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants and the
Working Capital Warrants prior to redemption pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants
or Working Capital Warrants and shall become Public Warrants under this Agreement.


 


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


 


7.1 No Rights as Shareholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice
as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


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


 


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


 


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


 


7.4.1 Registration of the Ordinary Shares.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its
initial Business Combination, it shall use its best efforts to file with the Commission a post-effective amendment to the Registration
Statement, or a registration statement, for the registration, under the Securities Act, of
the Class A Ordinary Shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same
to become effective and to maintain the effectiveness of such post-effective amendment or registration statement, and a current
prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement.
If any such post-effective amendment or registration statement has not been declared effective by the sixtieth (60th) Business
Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such post-effective amendment
or registration statement being declared effective by the Commission, and during any other period when the Company shall fail to
have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing
(x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading day period ending
on the third trading day prior to the date on which the notice of exercise is received by the Warrant Agent or on which the notice
of redemption is sent to the holders of Warrants, as applicable. The date that notice of cashless exercise is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public
Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be
an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued
upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such
term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all
of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 






    11


     


    

 


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


 


8. Concerning the Warrant Agent and Other
Matters.


 


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


 


8.2 Resignation, Consolidation, or Merger
of Warrant Agent.


 


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


 






    12


     


    

 


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


 


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


 


8.3 Fees and Expenses of Warrant
Agent.


 


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


 


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


 


8.4 Liability of Warrant Agent.


 


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


 


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


 


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


 


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


 






    13


     


    

 


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


 


9. Miscellaneous Provisions.


 


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


 


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


 


BYTE Acquisition Corp.


445 Park Avenue, 9th Floor


New York, NY 10022


Attn: Danny Yamin


Email: danny.yamin@bytespac.com


 


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


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with copies to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel L. Rubinstein, Esq.


Email: joel.rubinstein@whitecase.com


 


and


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, NY 10013


Attn:Pavan Bellur


Email: pavan.bellur@citi.com


 


and


 


Latham & Watkins LLP


885 Third Avenue


New York, NY 10022


Attn.: Erika L. Weinberg, Esq.


Email: erika.weinberg@lw.com


 






    14


     


    

 


9.3 Applicable Law and Exclusive Forum.
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement 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 the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


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


 


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


 


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


 


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


 


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


 


9.8 Amendments. This Agreement may
be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing any ambiguity or
to correct any defective provision contained herein, including to conform the provisions hereof to the description of the terms
of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting the definition of “Ordinary Cash Dividend”
as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (z) adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of an Alternative
Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the
Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 50% of the
number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants or Working
Capital Warrants, 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
and 3.2, respectively, without the consent of the Registered Holders.


 


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


 


[Signature Page Follows]


 




    15


     


    

 


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


 


	 	BYTE ACQUISITION CORP.
	 	 	 
	 	By:	
        /s/ Danny Yamin

	 	 	Name:	 Danny Yamin
	 	 	Title: 	Chief Executive Officer


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	
        /s/ Stacy Aqui

	 	 	Name: 	Stacy Aqui
	 	 	Title: 	Vice President


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A 


 


LEGEND


 


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


 


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


 




     


     


    

 


EXHIBIT B 


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants 


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 


THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR IN THE 


WARRANT AGREEMENT DESCRIBED BELOW 


 


BYTE ACQUISITION CORP. 


Incorporated Under the Laws of the Cayman
Islands 


 


CUSIP G1R25Q 113 


 


Warrant Certificate 


 


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


 


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


 


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


 


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


 


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


 


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


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


	 	BYTE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to
be issued pursuant to a Warrant Agreement dated as of March 18, 2021 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant
Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


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


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus
thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


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


 


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


 


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


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 




     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and a holder thereof elects to exercise its
Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


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


 


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


 


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


 


[Signature Page Follows]


 




     


     


    

 


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


 


	Signature Guaranteed:


 


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