Exhibit
4.4


 


WARRANT
AGREEMENT


between


PROTONIQ
ACQUISITION CORP


and


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of July [  ], 2022,
is by and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”),
and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant
Agent”, 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, having a par or nominal value of
U.S.$0.0001 per share (the “Ordinary Share”), and one-half of one redeemable Public Warrant (as defined
below) and one right (the “Units”) and, in connection therewith, has determined to issue and deliver up to
5,000,000 whole warrants (or up to 5,750,000 whole warrants if the Over-allotment Option (as defined below) is exercised in full) to
public investors in the Offering (the “Public Warrants”). Each whole Warrant entitles the holder thereof
to purchase one Class A ordinary share of the Company for $11.50 per share, subject to adjustment as described herein;
and


 


WHEREAS,
the Company has filed with the Securities and Exchange mission (the “Commission”) a registration statement
on Form S-1, File No. 333-266342 (the “Registration Statement”)
and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
“Securities Act”), of the Units, the Public Warrants, the Rights and the Ordinary Shares included in the Units;
and


 




WHEREAS, on [  ], 2022 the Company
entered into that certain Placement Unit Purchase Agreement with PROTONIQ LLC, a Cayman Islands limited liability company (the
“Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 661,842 private placement
units (or up to 736,842 private placement units if the underwriters in the Offering exercise their Over-allotment Option in full)
simultaneously with the closing of the Offering (and the closing the Over-allotment Option, if applicable) (the “Private
Placement Units” and, together with the Public Units, the “Units”) at a purchase price of $10.00
per Unit, and, in connection therewith, will issue and deliver up to an aggregate of 330,921 warrants (or up to 368,421
warrants if the Over-allotment Option is exercised in full) underlying such Private Placement Units bearing the legend set forth in Exhibit
B hereto (“Private Placement Warrants”); 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
150,000 Units at a price of $10.00 per Unit, and, in connection therewith, will issue and deliver up to an aggregate of 75,000 warrants
(the “Working Capital Warrants”); and


 


WHEREAS,
in order to extend the period of time the Company has to consummate a Business Combination (defined below) as described in the Prospectus
(defined below), the Sponsor or its affiliates or designees may, but are not obligated to, loan the Company up to $1,000,000, or up to
$1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case), as the Company may
require to extend the period in which the Company must complete its initial business combination twice, for an additional three months
(for a total of up to 18 months to complete a business combination), which loans may be convertible into up to an additional 200,000
units, or 230,000 units if underwriters’ over-allotment option is exercised in full, at a price of $10.00 per unit, and, in connection
therewith, will issue and deliver up to an aggregate of 100,000 warrants, or 115,000 warrants underwriters’ over-allotment option
is exercised in full, (the “Extension Warrants”); and


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


2. Warrants.


 


2.1 Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2 Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined
by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force
and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3 Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4 Registration.


 


2.4.1 Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. 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 institutions that have accounts with the Depositary (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 Certificates”) which
shall be in the form annexed hereto as Exhibit A.


 




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


 


2.5 Detachability
of Warrants. The securities comprising the Units will not be separately transferable or tradeable until 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 with the consent of JonesTrading Institutional Services LLC, as the representative of the
several underwriters for the Offering (the “Representative”), but in no event will the Representative allow
separate trading of the securities comprising of the Units until (i) the Company has filed a Current Report on Form 8-K with the Commission
which includes 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 of the underwriters’ over-allotment option in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued
a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment
Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.
If the Over-allotment Option is exercised following the filing of a current report on Form 8-K pursuant to (A) above, a second or amended
current report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the Over-allotment Option.


 


2.6 Private
Placement Warrant, Working Capital Warrant, and Extension Warrant Attributes. The Private Placement Warrants, Working Capital Warrants,
and Extension Warrants will be issued in the same form as the Public Warrants, but will bear the legend set forth in Exhibit B hereto.


 


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


 


2.8 Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one
Ordinary Share, one-half of one redeemable Public Warrant, and one Right. 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 the
number of Warrants to be issued to such holder.


 


3. Terms
and Exercise of Warrants


 


3.1 Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), 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 refers
to the price per share 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 twenty (20) 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 twenty (20) days’ prior written notice of such reduction to Registered Holders
of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.


 




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3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the
later of: (i) the 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 (ii) the date that is 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 earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its Business Combination,
(y) the liquidation of the Company in accordance with the Company’s Memorandum and Articles of Association, as amended and/or restated
from time to time, if the Company fails to complete a Business Combination, or (z) 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 or a valid exemption therefrom being available. Except with respect to the right to receive the
Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this
Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; 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 applied
consistently to all of the Warrants.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by
the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Warrant represented by a book-entry, 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”) any
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holders on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) the 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, by good certified check or wire payable to the Warrant Agent; or


 


(b) in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares
equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Fair Market Value” (defined below) and the Warrant Price divided by (y) the Fair Market Value.
Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported
last sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date
on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c) in
the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days
after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market
Value” and the Warrant Price, by (y) the Fair Market Value; provided, however, that no cashless exercise shall be
permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the volume weighted average reported last sale price of the Ordinary Shares
for the ten (10) trading days 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.


 




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3.3.2 Issuance
of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a certificate
or certificates, or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant,
or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company
shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of
the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary
Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such
exercise would be unlawful.


 


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


 


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


 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person and any of its affiliates or any other person subject to aggregation with such person for purposes of the “beneficial
ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be a part,
would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation
under Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher
percentage would be) in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of 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 or any such other person or group shall include the number of Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preference
shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth
in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the 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 Shares
Dividends; Subdivisions. 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 capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares, or other
similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares
issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.


 


4.2 Aggregation
of Shares. If after the date hereof, the number of outstanding Ordinary Shares are decreased by a consolidation, combination, reverse
sub-division or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination,
reverse sub-division, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding Ordinary Shares.


 


4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Ordinary Shares or other shares in the capital of the Company into which the
Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by
the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any
adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share
basis with all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of
declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the
Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect
any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect
to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion
rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the
Company’s amended and restated memorandum and articles of association (as described in the Registration Statement) or (d) any payment
in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination.
Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend
of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day
period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after
the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all
cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x)
$0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination,
there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining
82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million
dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 


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


 




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4.5 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other
than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the
Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change
in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price
be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.6 Issuance
in connection with a Business Combination. If (x) the Company issues additional Ordinary Shares or securities convertible into or
exercisable or exchangeable for Ordinary Shares 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 subdivisions, 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 initial shareholders (as defined in the Prospectus)
or their affiliates, without taking into account any founder shares held by such shareholders or their affiliates, as applicable, prior
to such issuance) (the “New Issuance 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 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
subdivisions, 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 greater of the Market Value and the New Issuance Price and the Redemption
Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance
Price.


 


4.7 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give
written notice of the occurrence of such event to each Warrant holder, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


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


 




    	7



     


    

 


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


 


4.10 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment, provided, however, that
under no circumstances shall the Warrants be adjusted pursuant to this Section 4.10 as a result of any issuance of securities in connection
with the Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion. For the avoidance of doubt, all adjustments made pursuant to this Section 4.10 shall be made equally to
all outstanding Warrants.


 


4.11 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 Class B ordinary shares or the conversion of the shares of Class B ordinary shares into Ordinary Shares,
in each case, pursuant to the Company’s Memorandum and Articles of Association, as amended and/or restated from time to time.


 


5. Transfer
and Exchange of Warrants.


 


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


 


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


 


5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a warrant, 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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 




    	8



     


    

 


5.6 Private
Placement Warrants, Working Capital Warrants, and Extension Warrants. The Warrant Agent shall not register any transfer of Private
Placement Warrants, Working Capital Warrants, or Extension Warrants (nor any Ordinary Shares issuable upon exercise thereof) until thirty
(30) days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders
or to the Company’s or the initial shareholders’ members, officers, directors, consultants or their affiliates, (ii) to a
holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide
gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s
immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business
Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants
were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination
or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
capital stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s
prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian
for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement
the transferor is bound by.


 


5.7 Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such
Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or
after the Detachment Date.


 


6. Redemption.


 


6.1 Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment
in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading
days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior
to the date on which notice of redemption is given and provided that there is an effective registration statement covering the Ordinary
Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption
period or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection
3.3.1(b); provided, however, that if and when the 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 the Company shall elect to redeem all of the Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the Registered Holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section
3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on
a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to
calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (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.


 




    	9



     


    

 


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


 


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


 


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


 


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


 


7.4 Registration
of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall
use its best efforts to file with the Commission a registration statement for the registration, under the Act, of the Ordinary Shares
issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify
for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then
reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use
its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement 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” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of
counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the
Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend.
For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.


 


8. Concerning
the Warrant Agent and Other Matters.


 


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


 




    	10



     


    

 


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 the Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the
State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


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


 


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


 


8.3 Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4 Liability
of Warrant Agent.


 


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


 


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


 




    	11



     


    

 


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


 


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


 


9. Miscellaneous
Provisions.


 


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


 


9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given 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:


 


PROTONIQ
Acquisition Corp





 One World Trade
Center, Suite 8500 


 New York, New York 10007 




Attn.:
Babar Ali, Chief Executive Officer


 


with
a copy to:


 


Nelson
Mullins Riley & Scarborough LLP


101
Constitution Avenue, NW


Suite
900


Washington,
D.C. 20001


(202)
689-2800


Attn:
Andrew M. Tucker


 


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 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, New York 10004


Attn:
Compliance Department


 




    	12



     


    

 


9.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced
in the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding
or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.


 


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


 


9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants 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 his Warrant for inspection by it.


 


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


 


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


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity
or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the Registered
Holders of at least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private
Placement Warrants, the Working Capital Warrants, the Extension Warrants or the Post-IPO Warrants or any provision of this Agreement
with respect to the Private Placement Warrants, the Working Capital Warrants, the Extension Warrants or the Post-IPO Warrants, 50% of
the number of the then outstanding Private Placement Warrants, Working Capital Warrants, the Extension Warrants or Post-IPO Warrants,
as applicable. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant
to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders. The provisions of this Section
9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


  


9.9 Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely
against the Company and not against the property held in the Trust Account.


 


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


 


Exhibit
A — Form of Warrant Certificate


 


Exhibit
B — Legend — Private Placement Warrants, Working Capital Warrants, and Extension Warrants


 


[Signature
Page Follows]


 




    	13



     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	PROTONIQ ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name:	Babar
    Ali
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Agreement]


 




    	 



    	 



    

 


EXHIBIT
A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


PROTONIQ
ACQUISITION CORP


Incorporated
Under the Laws of the Cayman Islands


 


CUSIP
G31490132 


 


Warrant
Certificate


 


This
Warrant Certificate certifies that              , or registered
assigns, is the Registered Holder of          warrant(s) (the
“Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
U.S.$0.0001 par or nominal value per share (“Ordinary Shares”), of PROTONIQ Acquisition Corp, a Cayman
Islands exempted company (the “Company”). Each whole 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 “Exercise 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 Exercise 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. Fractional shares shall not be issued upon
exercise of any Warrant. If, upon the exercise of Warrant, a holder would be entitled to receive a fractional interest in a share, the
Company shall, upon exercise, round down to the nearest whole number of 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 Exercise Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment
upon the occurrence of certain events as 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.


 


The
Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


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.


 




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


 


	 	PROTONIQ ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name:	Babar
    Ali
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	3



    	 



    

 


[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 [_____], 2022 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a limited purpose
trust 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) 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 Exercise 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.


 


The
Company reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record
of the Warrant, pursuant to the terms set forth in the Warrant Agreement.


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 PROTONIQ 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 Ordinary
Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of [              ], whose address is [              ] and that such Warrant Certificate
be delivered to [              ], whose address is [              ].


 


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


 




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	Date:       ,
    20[    ]	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
    Identification Numbers)


 


	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)).


 




    	 



    	 



    

 


EXHIBIT
B


 


PRIVATE
PLACEMENT WARRANTS, WORKING CAPITAL WARRANTS, AND EXTENSION WARRANTS LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG PROTONIQ ACQUISITION CORP (THE “COMPANY”), PROTONIQ
LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT
IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE
WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES
IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


No.
Warrants