Exhibit 4.4


 


WARRANT AGREEMENT


 


between


 


DISTOKEN ACQUISITION CORPORATION


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2020, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS, on [●], 2020 the Company
entered into that certain Sponsor Units Purchase Agreement with Xiaosen Sponsor LLC, a Cayman Islands limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 250,000 units (or up
to 268,000 units if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below)
is exercised in full) simultaneously with the closing of the Offering (and any closing of the Over-allotment Option, if applicable)
(the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, and in connection
therewith, will issue and deliver up to an aggregate of 125,000 warrants (or up to 134,000 units if the Over-allotment Option (as
defined below) in connection with the Company’s Offering (as defined below) is exercised in full) bearing the legend set
forth in Exhibit B hereto. Each Private Unit will consist of one Private Share, one right (“Private
Placement Rights”), one-half of one redeemable warrant (“Private Placement Warrants”) and
one right underlying such Private Placement Units (the “Private Placement Rights”). Each Private Placement
Warrant entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per share, subject
to adjustment, terms and limitations as described herein. Each Private Placement Right entitles the holder thereof to receive one-tenth
of one Class A ordinary share upon the consummation of an initial business combination; 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 officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Private Placement
Units, including 75,000 warrants (the “Working Capital Warrants”) at a price of $10.00 per Private Placement
Unit; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary
shares”), one right that entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon
the Company’s Business Combination (the “Public Right” and, together with the Private Placement
Rights, the “Rights”) and one-half of one warrant (the “Public Warrants” and,
together with the Private Placement Warrants and Working Capital Warrants, the “Warrants”), and, in connection
therewith, has determined to issue and deliver up to 2,300,000 Public Warrants (including up to 300,000 Public Warrants subject
to the Over-allotment Option) to public investors in the Offering. Each Public Warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No.
333-248822 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants, the Public Rights and the Class A ordinary shares included in the Units; and


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


2.             Warrants.


 


2.1.          Form
of Warrant. Each Warrant shall initially be issued in registered form only.


 


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


 


2.3.          Registration.


 


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


 


Physical certificates, if issued, shall
be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2.      Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on any physical 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 Class A ordinary shares and Public Warrants comprising the Units shall begin separate trading on the 90th
day following the date of the Prospectus or, if such 90th day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the
immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the
consent of EarlyBirdCapital, Inc., but in no event shall the Class A ordinary shares, the Public Rights and the Public Warrants
comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the
 “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K,
and (B) the Company issues a press release announcing when such separate trading shall begin.


 


2.5.          No
Fractional Warrants. The Company shall not issue fractional Warrants. If for any reason 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.


 


2.6.          Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical
to the Public Warrants, except that so long as they are held by the initial holders or any of their Permitted Transferees (as defined
below): (i) the Private Placement Warrants and Working Capital Warrants may be exercised for cash or on a “cashless basis,”
pursuant to subsection ‎3.3.1(c) hereof, (ii) the Private Placement Warrants and Working Capital
Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) the Private Placement Warrants
and Working Capital Warrants shall not be redeemable by the Company; provided, however, that in the case
of clause (ii), such securities may be transferred by the holders thereof:


 


(a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the
Sponsor or any affiliates of the Sponsor;


 


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


 


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


 


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


 


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


 


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


 


(g) by virtue of the
laws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon termination,
winding-up and liquidation of the Sponsor; and


 


(h) in the event of
the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property subsequent to the completion of the Company’s initial Business
Combination; provided, however, that, in the case of clauses (a) through (e) and (g), these permitted
transferees (the “Permitted Transferees”) must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions in this Agreement.


 






     


     


    

 


3.             Terms
and Exercise of Warrants.


 


3.1.           Warrant
Price. Each Warrant (if in certificated form, when countersigned by the Warrant Agent), shall entitle the Registered Holder
thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Class A ordinary
shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section ‎4 hereof
and in the last sentence of this Section ‎3.1. The term “Warrant Price” as used
in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) at which Class A ordinary shares may be purchased at the time a Warrant is exercised. The Company
in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of
not less than twenty (20) Business Days, provided that the Company shall provide at least twenty (20) days prior written notice
of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among
all of the Warrants.


 


3.2.            Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation,
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 earliest to occur of: (x) the date
that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the
Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time
to time, if the Company fails to complete a Business Combination, or (z) other than with respect to the Private Placement Warrants
and the Working Capital Warrants to the extent then held by the Sponsor or any of its Permitted Transferees, the Redemption Date
(as defined below) as provided in Section ‎6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection ‎3.3.2 below
with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant or Working Capital Warrant to the extent then held by the Sponsor
or any of its Permitted Transferees) in the event of a redemption (as set forth in Section ‎6 hereof),
each outstanding Warrant (other than a Private Placement Warrant or Working Capital Warrant to the extent then held by the Sponsor
or any of its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time,
on the Expiration Date. The term “outstanding” as used in this Agreement with respect to any securities shall mean
securities that are issued and outstanding. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any
such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 


3.3.            Exercise
of Warrants.


 


3.3.1.      Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, (if in certificated form, 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 (or, in the case of Warrants held through the Depositary in uncertificated or book-entry only
form, through the applicable procedures of the Depositary), and by paying in full the Warrant Price for each Class A 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 Class A ordinary shares and the issuance of such Class A ordinary shares, as follows:


 


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


 






     


     


    

  


(b) in the event of a redemption
pursuant to Section ‎6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number
of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined
in this subsection ‎3.3.1(b)) over the exercise price of the Warrants by (y) the Fair Market
Value. Solely for purposes of this subsection ‎3.3.1(b), the “Fair Market Value”
shall mean the average last reported sale price of the Class A ordinary shares for the five (5) trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section ‎6 hereof;


 


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


 


(d) as provided in Section
7.4 hereof.


 


3.3.2.      Issuance
of Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection ‎3.3.1(a)), the Company shall
issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Class
A 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 on
the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or
countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act covering
the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto
is current, subject to the Company’s satisfying its obligations under Section ‎7.4. No Warrant
shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless
the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant 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 Class A ordinary
shares underlying such Unit. In no event will the Company be required to net cash settle any Warrant. The Company may require holders
of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section ‎7.4.
If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in an Class A ordinary shares, the Company shall round down to the
nearest whole number, the number of Class A ordinary shares to be issued to such holder.


 


3.3.3.      Valid
Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the
Amended and Restated Memorandum and Articles of Association of the Company, following the necessary updates to the Register of
Members of the Company, shall be validly issued as fully paid and non-assessable.


 






     


     


    

 


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


 


3.3.5.      Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection ‎3.3.5; however, no holder of a Warrant shall be subject
to this subsection ‎3.3.5 unless he, she or it makes such election. If the election is made
by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the
right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a
holder may specify) (the “Maximum Percentage”) of the Class A ordinary shares outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A ordinary shares beneficially
owned by such person and its affiliates shall include the number of Class A ordinary shares issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude Class A ordinary shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of issued and outstanding Class A ordinary shares, the holder may rely on the number of issued and outstanding Class A 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 Continental Stock Transfer & Trust Company, as transfer agent (the “Transfer
Agent”), setting forth the number of Class A 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 Class A ordinary shares then outstanding. In any case, the number of issued and outstanding Class A ordinary shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of issued and outstanding Class A ordinary shares was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.             Adjustments.


 


4.1.          Share
Capitalizations.


 


4.1.1.      Sub-Divisions.
If after the date hereof, and subject to the provisions of Section ‎4.6 below, the number
of issued and outstanding Class A ordinary shares is increased by a capitalization payable in Class A ordinary shares, or by
a sub-division of Class A ordinary shares or other similar event, then, on the effective date of such share capitalization,
sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering to holders of Class A
ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “Fair Market
Value” (as defined below) shall be deemed a share capitalization of a number of Class A ordinary shares equal to the
product of (i) the number of Class A 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 Class A ordinary shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights
offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for
Class A 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 Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.


 






     


     


    

 


4.1.2.      Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other
securities into which the Warrants are convertible), other than (a) as described in subsection ‎4.1.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary shares
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary
shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
(i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does
not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares
upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon
its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid
on each Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection ‎4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per
share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class A 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 Class A 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). 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.


 


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


 


4.3.            Adjustments
in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is
adjusted, as provided
in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of Class A 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 Class A ordinary
shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or
equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at
an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective
issue price to be determined in good faith by the Board, and in the case of any such issuance to the Sponsor, the initial
shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any founder shares
(as defined in the Prospectus) held by the Sponsor, the initial shareholders or their respective affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the
initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and
(z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price,
the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest
cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share
Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180%
of the greater of: (i) the Market Value and (ii) the Newly Issued Price.


 






     


     


    

 


4.4.           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding
Class A ordinary shares (other than a change under Section ‎4.1 or Section ‎4.2 hereof
or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company
with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding
Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of
the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i)
if the holders of the Class A ordinary shares were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the Class A ordinary shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of association
or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination is presented
to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a
part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the issued
and outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if
such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and
all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to
adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section ‎4. If any reclassification or reorganization also results in a
change in Class A ordinary shares covered by subsection ‎4.1.1, then such adjustment shall be made
pursuant to subsection ‎4.1.1 or Sections ‎4.2, ‎4.3 and
this Section ‎4.4. The provisions of this Section ‎4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the
Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.5.           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 or ‎4.4,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 






     


     


    

 


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


 


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


 


4.8.           Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section ‎4 are strictly applicable, but which would require an adjustment to the terms
of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of
this Section ‎4, then, in each such case, the Company shall appoint a firm of independent public
accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether
or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section ‎4 and,
if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that
under no circumstances shall the Warrants be adjusted pursuant to this Section ‎4.8 as a result
of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in
a manner that is consistent with any adjustment recommended in such opinion.


 


5.             Transfer
and Exchange of Warrants.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


6.             Redemption.


 


6.1.            Redemption.
Subject to Section ‎6.4 hereof, not less than all of the outstanding Warrants may be redeemed,
at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section ‎6.2 below,
at the price of $0.01 per Warrant (the “Redemption Price”), if and only if: (i) the last sales price
of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment in compliance with Section ‎4 hereof)
(the “Redemption Trigger Price”), for any twenty (20) trading days within the thirty (30) trading-day
period commencing after the Public Warrants become exercisable and ending on the third trading day prior to the date on which notice
of the redemption is given; and (ii) there is an effective registration statement covering the Class A ordinary shares issuable
upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as
defined in Section ‎6.2 below) or the Company has elected to require the exercise of the Warrants
on a “cashless basis” pursuant to subsection ‎3.3.1.


 


6.2.           Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section ‎6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day
Redemption Period”) to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they
shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Registered Holder received such notice.


 


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


 


6.4.           Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in this
Section 6 shall not apply to the Private Placement Warrants and Working Capital Warrants if at the time of the redemption
such Private Placement Warrants or Working Capital Warrants continue to be held by the initial holder or any of their Permitted
Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted
Transferees under Section ‎2.6), the Company may redeem the Private Placement Warrants and Working
Capital Warrants pursuant to Section ‎6.1, provided that the criteria for redemption are met, including
the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants to exercise such securities
prior to redemption pursuant to Section ‎6.3. Private Placement Warrants or Working Capital Warrants
that are transferred to persons other than Permitted Transferees shall thereafter become Public Warrants under this Agreement.


 


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


 


7.1.           No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the general meetings of the Company or the appointment
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 Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to
this Agreement.


 


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


 


7.4.1.      Registration
of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the Commission
a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise
of the Warrants. The Company shall use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with
the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following
the closing of the Business Combination, holders of the applicable 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 Class A ordinary shares issuable upon exercise of the applicable Warrants, to exercise such Warrants on
a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) or another exemption) for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection ‎7.4.1,
 “Fair Market Value” shall mean the volume weighted average price of the Class A ordinary shares as reported during
the five (5) trading day period ending on the third trading day prior to the date that notice of exercise is received by the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise”
is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for
the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on
a “cashless basis” in accordance with this subsection ‎7.4.1 is not required to
be registered under the Securities Act and (ii) the Class A ordinary shares issued upon such exercise shall be freely tradable
under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities
Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. For the avoidance
of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection ‎7.4.1.


 


8.             Concerning
the Warrant Agent and Other Matters.


 


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


 






     


     


    

 


8.2.           Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1.      Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New
York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation 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 Class A ordinary shares not later than the effective date of any
such appointment.


 


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


 


8.3.          Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4.          Liability
of Warrant Agent.


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


9.             Miscellaneous
Provisions.


 


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


 


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


 


Distoken Acquisition Corporation


Unit 1006, Block C, Jinshangjun Park


No. 2 Xiaoba Road, Panlong District


Kunming, Yunnan, China


Attention: Chief Financial Officer


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


In each case, with copies to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor

New York, NY 10017


Attn.: Steven Levine and Michael Powell


Email:      slevine@ebcap.com


mpowell@ebcap.com


 






     


     


    

 


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 inconvenient
forum.


 


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


 


9.5.            Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 


9.8.            Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants,
shall require the vote or written consent of a majority of the Registered Holders of the then outstanding Public Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections ‎3.1 and ‎3.2,
respectively, without the consent of the Registered Holders.


 


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


 


Exhibit A Form of Warrant Certificate

Exhibit B Legend


 


[Signature Page Follows]


 






     


     


    

 


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


 


	 	DISTOKEN ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name: Jian Zhang
	 	 	Title: Chief Executive Officer


 


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


[Signature Page - Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

DISTOKEN ACQUISITION CORPORATION

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G27740 102


 


Warrant Certificate


 


This Warrant Certificate certifies that                            ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each,
a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”),
of Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable Class A 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 Warrant is initially exercisable for one fully paid and
non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder. The number of
Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


The initial Exercise Price per one Class A 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.


 


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


 


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


 


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


 






     


     


    

 



 


	 	DISTOKEN ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 Jian Zhang
	 	 	Title:	 Chief Executive Officer
	 	 	 	 
	 

         
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive Class A ordinary shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2020 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
 & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
 “holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with
payment of the 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 issuance
of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Class A 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 Class A 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 a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Class A 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 Class A ordinary
shares and herewith tenders payment for such Class A ordinary shares to the order of Distoken Acquisition Corporation (the “Company”)
in the amount of $[·]
in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered
in the name of [·],
whose address is [·]
and that such Class A ordinary shares be delivered to [·]
whose address is [·].
If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the
name of [·], whose
address is [·]
and that such Warrant Certificate be delivered to [·],
whose address is [·].


 


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


 


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


 


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


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of Class A 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 Class A ordinary shares. If said number of shares is less than all of the Class A 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 Class A ordinary shares be registered in the name of [·],
whose address is [·]
and that such Warrant Certificate be delivered to [·],
whose address is [·].


 


[Signature Page Follows]


 


	Date:                      
, 20	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


  


	 	 
	Signature Guaranteed:	 
	 	 
	 	 
	 	 


THE SIGNATURE(S) MUST 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 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED HEREBY
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 DISTOKEN ACQUISITION CORPORATION (THE “COMPANY”), XIAOSEN SPONSOR LLC AND THE OTHER
PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION ‎3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED HEREBY AND CLASS A
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.”