Exhibit 4.5


 


WARRANT
AGREEMENT


 


Agreement
made as of [______], 2015 between Pacific Special Acquisition Corp., a British Virgin Islands company, with offices at 40 Wall
Street, 28th Floor, New York, New York 10005 (“Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS,
the Company has received binding commitments (“Subscription Agreements”) from Zhengqi International Holding Limited
(“ZIHL”) and from EarlyBirdCapital, Inc. (“EBC”) to purchase up to an aggregate of 416,875 units, each
unit (“Unit”) comprised of one Ordinary Share of the Company, no par value (“Ordinary Share”), one right
to receive one-tenth of one Ordinary Share and one warrant to purchase one half of one Ordinary Share for $12.00 per whole share,
subject to adjustment as described herein, and in connection therewith, will issue and deliver up to an aggregate of 416,875 warrants
(“Private Warrants”), upon consummation of such private placement (the “Private Offering”); and


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue
and deliver up to 5,750,000 warrants (“Public Warrants”) to the public investors and (ii) 400,000 warrants (underlying
unit purchase options) to EBC or its designees (“EBC Warrants” and, together with the Private Warrants and Public
Warrants, the “Warrants”); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-206435 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Public Warrants and the Ordinary Shares issuable upon exercise of the Public Warrants; 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 the Chairman of the Board and Chief Executive Officer
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.
Effect of Countersignature. 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.


 






     

    

    

 


2.3.
Registration.


 


2.3.1.
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.


 


2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant shall be registered upon 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.


 


2.4.
Detachability of Warrants. The securities comprising the Units will not be separately transferable until the ninetieth
(90th) day after the date hereof unless EBC informs the Company of its decision to allow earlier separate trading,
but in no event will separate trading of the securities comprising the Units begin until (i) the Company files 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 Public
Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment
option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing
when such separate trading shall begin.


  


2.5
Warrant Attributes.


 


2.5.1. 
Private Warrants. The Private Warrants will be issued in the same form as the Public Warrants but they (i) will be exercisable
either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c) and (ii) will not be redeemable
by the Company, in either case as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees
(as provided below). The provisions of this Section 2.5.1 may not be modified, amended or deleted without the prior written consent
of EBC. Prior to the date immediately following the consummation by the Company of a Business Combination (as defined below),
the Private Warrants held by members of ZIHL or EBC may only be transferred by the holders thereof:


 


	 	(a)	to
    any persons (including their affiliates and shareholders) participating in the Private Offering, officer, director, securityholder,
    employee, member or affiliate of ZIHL,
	 	 	 
	 	(b)	to
    the Company’s officers, directors and employees,
	 	 	 
	 	(c)	as
    a distribution to partners, members or shareholders of ZIHL or EBC upon the liquidation and dissolution of ZIHL or EBC, as
    the case may be,
	 	 	 
	 	(d)	by
    bona fide gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s
    immediate family for estate planning purposes,
	 	 	 
	 	(e)	by
    virtue of the laws of descent and distribution upon death of such person,
	 	 	 
	 	(f)	pursuant
    to a qualified domestic relations order,
	 	 	 
	 	(g)	by
    certain pledges to secure obligations incurred in connection with purchases of the Company’s securities,
	 	 	 
	 	(h)	by
    private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which
    the Private Warrants were originally purchased, or


 


	 	(i)	in
    the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates
    a merger, stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities
    issued in the Public Offering having the right to exchange their Ordinary Shares for cash, securities or other property.


 


2.5.2
EBC Warrants. The EBC Warrants shall have the same terms and be in the same form as the Public Warrants.


 






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3.
Terms and Exercise of Warrants


 


3.1.
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject
to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of Ordinary Shares stated
therein, at the price of $12.00 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers to the price per share at which
Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date (as defined below) for a period of not less than 20 business days; provided, however,
that the Company shall provide at least 10 business days prior written notice of such reduction to registered holders of the Warrants;
provided, further, however, 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 (“Exercise Period”) commencing on the
later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, contractual
arrangement, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)
(as described more fully in the Registration Statement) and [12 months from date of prospectus], and terminating at 5:00
p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination (ii) the liquidation
of the Company, and (iii) the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section
7.4 below. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each 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 the close of business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice
to registered holders of the Warrants of such extension of not less than 20 days.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Warrant 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, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


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


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require 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,
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price.
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 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to holders of Warrant pursuant to Section 6 hereof; or


  


(c)
with respect to any Private Warrants, so long as such Private Warrants are held by the initial purchasers or their affiliates
and permitted transferees (as prescribed in Section 5.6 hereof), by surrendering such Private 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 higher than the exercise price.
Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price
of the Ordinary Shares for the 10 trading days ending on the day prior to the Company’s receipt of the applicable exercise
notice; or


 



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(d)
in the event the post-effective amendment or registration statement required by Section 7.4 hereof is not effective and current,
then during the period beginning on the 91st day after the closing of the Business Combination and ending upon
the effectiveness of such post-effective amendment or registration statement, and during any other period after such date of effectiveness
when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon
exercise of the Warrants, 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 higher than the exercise price. Solely for purposes of this Section 3.3.1(d),
the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the 10 trading
days ending on the day prior to the date of exercise.


  


3.3.2.
Issuance of Certificates. 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
for the number of full Ordinary Shares to which he 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 for the number of shares as to which
such Warrant shall not have been exercised. Subject to Section 4.7 of this Agreement, a registered holder of Warrants may exercise
its Warrants only for a whole number of Ordinary Shares (i.e., only an even number of Warrants may be exercised at any given time
by a registered holder). Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant
exercise. 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 such 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 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 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 are open.


  


3.3.5.
Maximum Percentage.  A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately
after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate number of Ordinary Shares
beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).  For purposes of the Warrant, in determining the
number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the
Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public
filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.  For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) business days, confirm orally and in
writing to such holder the number of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary
Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder
and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported.  By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 



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4.
Adjustments.


 


4.1.
Share Dividends - Split Ups. If after the date hereof, the number of outstanding Ordinary Shares is increased by a share
dividend payable in Ordinary Shares, or by a split up of the Ordinary Shares, or other similar event, then, on the effective date
of such share dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be
increased in proportion to such increase in outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall
be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into
or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid
in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering
is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on
the applicable exchange or in the applicable market, regular way, with the right to receive such rights.


 


4.2.
Aggregation of Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse share split or reclassification of the Ordinary Shares or other similar event, then, on the effective date
of such consolidation, combination, reverse share split, 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 (or rights to purchase 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 on account of such Ordinary Shares (or other shares of the Company’s share capital into which the
Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination,
(d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise
permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith,
(e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or
(f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business
Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other
assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share
amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the
date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering
price of the Units in the Offering).


 






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4.4.
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 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 or 4.2 hereof or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the 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; and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 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.


 


4.6.
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 or 4.5, 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.


 


4.7.
No Fractional Shares. Notwithstanding any provision contained in this Warrant 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 up or down to the nearest whole number the number of the Ordinary Shares to be issued to the
Warrant holder.


 


4.8.
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; provided, however, that the Company may at any time in its sole discretion make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


4.9.
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 such firm determines 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.


 






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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 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. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, 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 for a fraction of a warrant.


 


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


  


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


 


5.6.
Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until after the consummation by
the Company of a Business Combination, except for transfers made in accordance with Section 2.5 hereof, on the condition that
prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each
transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Subscription Agreements.


 


6.
Redemption.


 


6.1.
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
the notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”), provided that the last
sales price of the Ordinary Shares has been at least $18.00 per share (subject to adjustment in accordance with Section 4 hereof),
on each of twenty (20) trading days within any thirty (30) trading day period (“30-Day Trading Period”) ending on
the third business day prior to the date on which notice of redemption is given and provided further that there is a current registration
statement in effect with respect to the Ordinary Shares underlying the Warrants for each day in the 30-Day Trading Period and
continuing each day thereafter until the Redemption Date (defined below).


  


6.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 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.


 






    	 	7	 



    

    

 


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.


 


6.4
Exclusion of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6 apply
only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished
by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise
provided that the criteria for redemption is met. Additionally, any of the Private Warrants shall not be redeemable by the Company
as long as such Private Warrants continue to be held by initial purchasers and affiliates or their permitted transferees (as prescribed
in Section 5.6 hereof). However, once such Private Warrants are no longer held by the initial purchasers or their affiliates or
permitted transferees, such Private Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The provisions
of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.


  


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 a Business Combination,
it shall use its best efforts to file with the SEC a post-effective amendment to the Registration Statement, or a new 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 qualify for sale, in those states in which the Warrants were initially
offered by the Company, the Ordinary Shares issuable upon exercise of the Warrants. In either case, 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. In addition, the Company agrees to use its best efforts to
register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an
exemption is not available. If any such post-effective amendment or registration statement has not been declared effective by
the 90-day anniversary following the closing of the Business Combination, holders of the Warrants shall have the right, during
the period beginning on the 91st day after the closing of the Business Combination and ending upon such post-effective
amendment or registration statement being declared effective by the SEC, and during any other period after such date of effectiveness
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(d). 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 issuance of Ordinary Shares upon exercise of the Warrants on a cashless
basis in accordance with this Section 7.4 is not required to be registered under the 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. The provisions of this Section
7.4 may not be modified, amended or deleted without the prior written consent of EBC.


 






    	 	8	 



    

    

 


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 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.


 






    	 	9	 



    

    

 


8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Warrant 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 or Chairman of the Board
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


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


  


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); 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 moneys received by the Warrant Agent for the purchase
of Ordinary Shares through the exercise of Warrants.


 


8.6.
Waiver. The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


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 Warrant 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 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:


 


Pacific
Special Acquisition Corp.


40
Wall Street, 28th Floor


New
York, New York 10005


(646)
512-5674


Attn:
Chief Executive Officer


 






    	 	10	 



    

    

 


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


17
Battery Place


New
York, New York 10004


Attn:
Compliance Department


 


with
a copy in each case to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, NY10105


Attn:
Stuart Neuhauser, Esq.


 


and


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue


New
York, New York 10174


Attn:
David Alan Miller, Esq.


and


 


EarlyBirdCapital,
Inc.


275
Madison Avenue, 27th Floor


New
York, New York 10016


Attn:
David M. Nussbaum, Chairman


 


9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.


 


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 and, for the purposes of Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof,
EBC, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. EBC shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.5, 6.4,
7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto (and EBC with respect to the Sections 2.5, 6.4, 7.4, 9.4 and
9.8 hereof) 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.


 






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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 Warrant 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 curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. 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 a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written
consent of EBC.


  


9.9.
Severability. This Warrant 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 Warrant 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 Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


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


 


	 	PACIFIC SPECIAL ACQUISITION
    CORP.
	 	 
	 	By:	 
	 	 	Name: Zhouhong Peng
	 	 	Title: Chief Executive Officer and

Chief
    Financial Officer


 


	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


 


 


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