Exhibit 4.4


 


WARRANT AGREEMENT


between


FAT PROJECTS ACQUISITION CORP


and


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [•], 2021, is by and between Fat
Projects Acquisition Corp, a Cayman Islands exempted company (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 redeemable Public Warrant (as defined below) (the “Units”) and, in connection
therewith, has determined 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”). 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. 333-257126
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, and the Public Warrants and
the Ordinary Shares included in the Units; and


 


WHEREAS, on [•],
2021, the Company entered into that certain Private Placement Warrant Purchase Agreement with Fat Projects SPAC Pte. Ltd., a Singapore
corporation (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 2,715,000 private
placement warrants (or up to 2,865,000 private placement warrants if the underwriters in the Offering exercise their Over-allotment Option
in full) ( the “Private Placement Warrants”) simultaneously with the closing of the Offering (and the closing
the Over-allotment Option, if applicable) at a purchase price of $1.00 per Private Placement Warrant being the legend set forth in Exhibit
B attached hereto; and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an
affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but are not obligated to, loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
Warrants at a price of $1.00 per Warrant, and, in connection therewith, will issue and deliver up to an aggregate of 1,500,000 warrants
(the “Working Capital Warrants”); and


 


WHEREAS, in order to extend
the period of time the Company has to consummate a Business Combination as described in the Prospectus, the Sponsor or its affiliates
or designees may, but are not obligated to, loan the Company funds 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 each time, up to 21 months, for each three month
extension $1,500,000, or $1,725,000 if the underwriters’ over-allotment option is exercised in full ($0.15 per unit in either case),
of which up to $3,000,000, or $3,450,000 if the underwriters’ over-allotment option is exercised in full, of such loans may be convertible
into up to an additional 3,000,000 warrants, or 3,450,000 warrants if underwriters’ over-allotment option is exercised in full,
at a price of $1.00 per warrant (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 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
Depository Trust Company (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 of the Units will not be separately transferable until the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than 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 Kingswood Capital Markets, division of Benchmark Investments,
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 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 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.


 


2.6          
Private Placement Warrant, Working Capital Warrant, and Extension Warrants Attributes. The Private Placement Warrants, Working
Capital Warrants, and Extension Warrants will be issued in the same form as the Public Warrants.


 


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 and one-half of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder
of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number 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; 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.


 


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 Amended
and Restated 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. 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.


 






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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 difference between the Warrant Price and the “Fair Market Value” (defined below) 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 difference between the
exercise price of the Warrants and the “Fair Market Value” 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.


 


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 any), 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.


 






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3.3.3     
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement 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 (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 4.9% or 9.8% (as specified by such 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 shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect
to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of 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 is 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.


 


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.


 






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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 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.


 


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.


 






    7


     


    

 


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. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


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 Amended and Restated Memorandum and Articles of Association, as further 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.


 


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 until 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.


 






    8


     


    

 


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 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”
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.


 


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.


 






    9


     


    

 


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.


 


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.


 






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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.


 


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.


 






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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:


 


Fat Projects Acquisition Corp


27 Bukit Manis Road


Singapore, 099892


Attn.: Tristan Lo, Co-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


 


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.


 






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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, 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.


 


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.


 






    13


     


    

 


Exhibit A — Form of Warrant Certificate


 


Exhibit B — Legend


[Signature Page Follows]


 






    14


     


    

 


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


 


	 	FAT PROJECTS ACQUISITION CORP
	 	 
	 	By:	          
	 	Name:
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






     


     


    

 


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


 


FAT PROJECTS ACQUISITION CORP

Incorporated Under the Laws of the Cayman Islands


 


CUSIP [ ]


 


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 Fat
Projects Acquisition Corp, 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 “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.


 






    2


     


    

 


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


 


	 	FAT PROJECTS ACQUISITION CORP
	 	 
	 	By:	          
	 	Name:
	 	Title:
	 	 
	 	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 [•], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder) 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.


 


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 Fat Projects 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]


 






    2


     


    

 


	 	 
	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 AND 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 FAT PROJECTS ACQUISITION CORP (THE “COMPANY”), FAT PROJECTS SPAC PTE. LTD. AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


No. Warrants