Exhibit 4.4


 


FORM OF WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of _______ [__], 2021, is by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred
to herein as the “Transfer Agent”).


 


WHEREAS, the Company intends to effect
an initial public offering (the “Offering”) of units (“Units”) of the Company’s equity securities,
each such unit comprised of (i) one ordinary share of the Company, of par value $0.0001 per share (“Ordinary Shares”)
and (ii) one redeemable Public Warrant (as defined below); and


 


WHEREAS, as part of the Offering, the Company
will to issue and deliver up to 10,000,000 warrants (or up to 11,500,000, warrants if the Over-allotment Option (as defined below)
is exercised in full) to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS, each Public Warrant entitles the
holder thereof to purchase one-half of one Ordinary Share for $11.50 per whole share, subject to adjustment as described herein;
and


 


WHEREAS, on _______ [__], 2021, the Company
entered into that certain Private Placement Warrants Purchase Agreement with CHW Acquisition Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 3,500,000 warrants (or up
to 3,762,500 warrants if the Over-allotment Option in connection with the Offering is exercised in full) (the “Private Placement
Warrants”) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable),
each Private Placement Warrant entitling the holder thereof to purchase one-half of one Ordinary Share for $11.50 per whole share;
and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate
of the Sponsor or certain of the Company’s executive officers and directors may, but are not obligated to, loan to the Company
funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
warrants (the “Working Capital Warrants”), for a purchase price of $1.00 per Working Capital Warrant, with each Working
Capital Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share; and


 


WHEREAS, following consummation of the
Offering, the Company may issue additional warrants to purchase ordinary shares (“Post IPO Warrants”; together with
the Public Warrants, the Private Placement Warrants, and the Working Capital Warrants, collectively the “Warrants”)
in connection with, or following the consummation by the Company of a Business Combination (defined below); and


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant
shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board, President, a Co-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.


 


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 certificates
(each, a “Book-Entry Warrant Certificate”) 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 Public Warrant, 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 A, 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 the Public Warrants comprising the Units may 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 Chardan Capital Markets, LLC, 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 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.


 


2.5 Post IPO Warrants. As described above,
in connection with additional capital raising efforts following completion of its Offering and during the term of this Agreement,
the Company may desire to issue to third parties the Post IPO Warrants which Post IPO Warrants shall be issued in one of more
offerings exempt from registration under the Securities Act.


 


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


 


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


 


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



 





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


 


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


 


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


 


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


 


	 	(g)	by virtue of the laws of the State of Delaware or the Sponsor’s operating
    agreement upon dissolution of the Sponsor;


 


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


 


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


 


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


 






     


     


    

 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall entitle
the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the
number of Ordinary Shares stated therein, at the price of $11.50 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall
mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) 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 whole Warrant
may be exercised only during the period (the “Exercise Period”) commencing on the later of the date that is: (i) the
first date on which the Company completes a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), or (ii) twelve
(12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the earliest to
occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination,
(y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of
association, as amended from time to time, if the Company fails to complete a Business Combination, or (z) other than with
respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor or its Permitted
Transferees, as applicable, 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
to the extent then held by the Sponsor or any officers or directors of the Company, or any of its Permitted Transferees) in the
event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant
or Working Capital Warrant to the extent then held by the Sponsor or its Permitted Transferees 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 full Ordinary Share as to which
the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of
the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


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


 







     


     


    

 


	 	(b)	in the event of a redemption pursuant to Section 6 hereof in which the Company’s board
    of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless
    basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the
    product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”,
    as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this
    subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last sale price
    of the Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice
    of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


	 	(c)	with respect to any Private Placement Warrant or the Working Capital Warrants, so long as such
    Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, as applicable, by surrendering
    the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
    of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in
    this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
    3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the
    ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is
    sent to the Warrant Agent; or



 



	 	(d)	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 full Ordinary Shares to which he, she or it is entitled, registered
in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been
exercised. Subject to Section 4.6, a registered holder of Warrants may exercise its Warrants only for a whole number of Ordinary
Shares (i.e., only an even number of Warrants may be exercised at any given time by a registered holder). 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 issue 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, except pursuant to Section 7.4.
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 and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the
Ordinary Shares underlying such Unit. 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 subsection 3.3.1(b) and
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 and the Amended and Restated Memorandum
and Articles of Association of the Company shall be validly issued, fully paid and non-assessable.


 


3.3.4 Date of Issuance. Upon proper
exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary entries in the register
of members of the Company in respect of the Ordinary Shares and to issue a certificate if requested by the holder of such Warrant.
Each person in whose name any book-entry position in the register of members of the Company or certificate, as applicable, for
Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the
date on which the Warrant, or book-entry position in the register of members of the Company representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the register of members or share transfer books
of the Company or book-entry system of the 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 register of members, share transfer books
or book-entry system are open.


 


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


 







     


     


    

 


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


 


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


 


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


 


4.3 Adjustments in Exercise 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.


 







     


     


    

 


4.3.2 If the Company issues additional
Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business
Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), 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 Sponsor or its affiliates,
without taking into account any founder shares held 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 the funding of its initial Business Combination on the date of the consummation of its initial Business Combination (net of
redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like), then 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 and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest
cent) to be equal to 165% of 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 issued and outstanding Ordinary Shares (other than a change under subsections
4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any
merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the
Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon
such 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. If any reclassification also results in a change in the Ordinary Shares covered by subsection 4.1.1 or Section 4.1.2
or Section 4.2 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Section 4.1.2 or Section 4.2
hereof 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.


 


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; provided,
however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance
of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion.


 


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 certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the 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 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.


 


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.


 


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. Subject to Section 6.4
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are
exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that
the last sales price of the Ordinary Shares reported has been at least $16.50 per share (subject to adjustment in compliance with
Section 4 hereof), on each of 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 and provided that there is an effective registration statement
covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the
Warrants on a “cashless basis” pursuant to subsection 3.3.1; provided, however, that if and when the Public Warrants
become redeemable by the Company, the Company may not exercise such redemption right if the issuance of Ordinary Shares upon exercise
of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is
unable to effect such registration or qualification.


 


6.2 Date Fixed for, and Notice of, Redemption.
In the event that the Company elects to redeem all of the Warrants, 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 (the “30-day 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.


 


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


 


6.4 Exclusion of Private Placement Warrants
and the Working Capital Warrants. The Company agrees that the redemption rights provided in this Section 6 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 the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees. However, once such Private Placement
Warrants and 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, 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 6.3. Private Placement Warrants
and Working Capital Warrants 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 general meetings 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 registration statement for the
registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the 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 difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the
Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean 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 date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or
intermediary. 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 statute)) 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.


 


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 it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or
any successor statute), the Company may, at its option, (i) 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 statute) as described in subsection 7.4.1 and (ii) 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. If the
Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise
such Public Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the
Ordinary Shares issuable upon exercise of the Public Warrant 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 Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and 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 a Co-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 or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). 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.


 


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:


 


CHW Acquisition Corporation


2 Manhattanville
Road


Suite 403


Purchase, New York
10577


Attention: Co-Chief
Executive Officer


 


with a copy to:


Reed Smith LLP


599 Lexington Avenue


New York, New York
10022


Attention: Ari Edelman, Esq.


 


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:


 


Vstock Transfer, LLC


 


_________________________ 


_________________________


Attention: Compliance
Department


 


9.3 Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Each of the Company and the Warrant Agent 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. Each of the Company and the Warrant
Agent hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the
foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Securities
and Exchange Act of 1934 (“Exchange Act”), as amended, any other claim for which the federal courts have exclusive
jurisdiction or any complaint asserting a cause of action arising under the Securities Act against us or any of our directors,
officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.


 


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


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit 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 curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall
not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative Issuance
pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Warrant Price or
shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding
Public Warrants. Any amendment solely to the Private Placement Warrants or the Working Capital Warrants shall require the vote
or written consent of a majority of the holders of the then outstanding Private Placement Warrants and the Working Capital Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant
to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


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]


 







     


     


    

 


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


 


	 	CHW ACQUISITION CORPORATION
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK TRANSFER, LLC as Warrant Agent
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 



 


(Signature Page to Warrant Agreement)


 







     


     


    

 


EXHIBIT A


[Form of Public 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


CHW ACQUISITION CORPORATION


 


Incorporated Under the Laws of the Cayman
Islands


CUSIP G2254A125


Warrant Certificate


 


This Warrant Certificate certifies
that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase ordinary shares, of $0.0001 par value per share (“Ordinary
Shares”), of CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office 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-half of one fully paid and non-assessable Ordinary Share. A registered holder of Warrants may exercise its Warrants only
for a whole number of Ordinary Shares (i.e., only an even number of Warrants may be exercised at any given time by a registered
holder). No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be
entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


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


 


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


 


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


 


This Warrant Certificate shall not be valid
unless countersigned by the 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, without regard to conflicts of laws principles
thereof.


 


	 	CHW ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK TRANSFER, LLC, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 







     


     


    

 





 



 


[Form of Public Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are
issued or to be issued pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to VStock Transfer, LLC, a New York limited liability company, 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 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 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 CHW Acquisition Corporation (the “Company”) in the amount of $ in accordance
with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of , whose
address is and that such Ordinary Shares be delivered to whose address is . If said number of Ordinary Shares is less than all
of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered
to , whose address is .


 


In the event that the Warrant has been
called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(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 Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving
effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of
such Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose
address is .


 


[Signature Page Follows]


 


	Date: , 21	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)
	Signature Guaranteed:	 
	 	 
	 	 


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