Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT,
dated as of [__], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
is by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and
Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the
“Warrant Agent”).


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one
Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-half of one
redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue
and deliver up to 17,250,000 redeemable warrants (including up to 2,250,000 redeemable warrants subject to the Over-Allotment Option (as
defined below)) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, it is proposed
that the Company enter into that certain Private Placement Warrants Purchase Agreement with Robin Trine II LLC, a Delaware limited
liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 13,600,000
warrants (or up to 15,400,000 warrants if the underwriters in the Offering exercise their Over-Allotment Option in full) simultaneously
with the closing of the Offering (and the closing of the Over-Allotment Option, if applicable), bearing the legend set forth in
Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement
Warrant;


 


WHEREAS, it is proposed that
the Company enter into that certain subscription agreements with certain institutional accredited investors (the “Anchor
Investors” and, together with the Sponsor, the “Private Placement Warrant Purchasers”), pursuant
to which the Anchor Investors will purchase an aggregate of 2,400,000 Private Placement Warrants at a purchase price of $1.00 per Private
Placement Warrant;


  


WHEREAS, pursuant to the terms
of the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from
time to time, the “Amended and Restated Memorandum and Articles of Association”), the Sponsor may elect, up to two times,
to purchase an additional 1,500,000 Private Placement Warrants (or up to 1,725,000 Private Placement Warrants if the underwriters in
the Offering exercise their Over- Allotment Option in full) at a purchase price of $1.00 per Private Placement Warrant in order to extend
the time in which the Company can consummate a Business Combination (as defined below) by three months, for an aggregate total
of 3,000,000 Private Placement Warrants (or up to 3,450,000 Private Placement Warrants if the underwriters in the Offering exercise their
Over-Allotment Option in full).


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $2,500,000 of such loans may
be convertible into up to an additional 2,500,000 Private Placement Warrants at a price of $1.00 per warrant (the “Working
Capital Warrants” and, together with the Public Warrants and the Private Placement Warrants, the “Warrants”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-253232 and a prospectus (the “Prospectus”), for the registration, under the
Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the
Ordinary Shares included in the Units;


 


WHEREAS, each whole
Warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per whole share, subject to adjustment as described
herein. Only whole Warrants are exercisable, and a holder of the Public Warrants will not be able to exercise any fraction of a
Warrant;


 


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;


 






     


     


    

 


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 (if a physical certificate is issued), 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 certificated 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 in book-entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the
Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect
to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificates”) which shall be in the form attached hereto as Exhibit A.


 






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Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President,
Chief Financial Officer, Chief Operating Officer, General Counsel, 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, for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4. Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the fifty-second
(52nd) day following the date of the Prospectus or, if such fifty-second (52nd) day is not on a day, other
than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment
Date”) with the consent of Morgan Stanley & Co. LLC, but in no event shall the Ordinary Shares and the Public
Warrants comprising the Units be separately traded until (A) the Company has filed (i) 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 Current Report on Form 8-K and (ii) a second or amended Current Report on Form 8-K to provide updated financial information
to reflect the exercise of the underwriters’ Over-Allotment Option, if the Over-Allotment Option is exercised following the
initial filing of such Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate trading
shall begin.


 


2.5. Fractional Warrants. The Company shall
not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-half of one whole
Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6. Private Placement
Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to
the Public Warrants, except that, so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below)
the Private Placement Warrants and the Working Capital Warrants (i) may be exercised for cash or on a “cashless basis”
pursuant to subsection 3.3.1(c), (ii) may not be transferred, assigned or sold until thirty (30) days after the completion
by the Company of an initial Business Combination, including the Ordinary Shares issuable upon exercise of the Private Placement
Warrants or the Working Capital Warrants, and (iii) shall not be redeemable by the Company, including pursuant to Section 6.1;
provided, however, that, in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants
and any Ordinary Shares issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred
by the holders thereof:


 






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(a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, any employees
of such affiliates or any funds or accounts advised by the Sponsor or its affiliates;


 


(b) in
the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family, 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 transfers or by other transfers made in connection with the consummation of the Business Combination at prices no greater
than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;


 


(f) by
virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;


 


(g) to
the Company for no value for cancellation in connection with the consummation of the Business Combination;


 


(h) in
the event of the Company’s liquidation prior to the completion of the Business Combination; or


 


(i) in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the completion of the Business Combination;


 


provided, however, that,
in the case of clauses (1) through (6), 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.


 






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3. Terms
and Exercise of Warrants.


 


3.1. Warrant
Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and this Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 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) described in the prior sentence 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 fifteen (15) Business Days (unless otherwise required by the Commission,
any national securities exchange on which the Warrants are listed or applicable law); provided, however, that the
Company shall provide at least three (3) Business Days’ prior written notice of such reduction to Registered Holders of the
Warrants; 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”) (A) commencing on the later of (i)
the date that is thirty (30) days after the first date on which the Company completes a Business Combination and (ii) the date that is
twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m.,
New York City time, on 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 Amended and Restated Memorandum and Articles of Association, if the Company fails to complete a Business Combination, and (z) other than
with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferees,
5:00 p.m., New York city time, on the Redemption Date (as defined below) as provided in Section 6.3 (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, with respect to an effective registration statement or a valid exemption therefrom
being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private
Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as
set forth in Section 6), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor
or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City, time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants;
provided, further, that any such extension shall be identical in duration among all the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised
or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by
the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which
the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 






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(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 a redemption pursuant to Section 6.1 in which the Company elects to require 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 lesser of (A) 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)) of Class A ordinary
shares over the exercise price of the warrants by (y) the Fair Market Value and (B) 0.361 per warrant. Solely for purposes of this
subsection 3.3.1(b), the “Fair Market Value” shall mean the average reported closing price of
the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise
of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;


 


(c) with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Sponsor Fair Market Value” (as defined in this subsection 3.3.1(c)) over the Warrant
Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair
Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading days
ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working
Capital Warrant is sent to the Warrant Agent;


 


(d) as
provided in Section 6.2 with respect to a Make-Whole Exercise; or


 


(e) as
provided in Section 7.4.


 


3.3.2. Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of 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 Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company
shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle
such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the
Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall
not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise
have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of the Warrants. Subject to Section 4.6, a Registered Holder of Warrants may exercise
its Warrants only for a whole number of Ordinary Shares. 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 Ordinary Share, the Company shall round down to the nearest whole number the number of Ordinary Shares to be issued to such
holder.


 






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


 


3.3.4. Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for 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 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 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; provided, however, that no holder of a Warrant shall be subject to this
subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall
not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum
Percentage”) of the Ordinary Shares 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 Continental Stock Transfer & Trust Company, as
transfer agent (in such capacity, 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 issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1. 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 Ordinary
Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or other
similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary
Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary
Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares
at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number
of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for 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 Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares during
the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued
at less than their par value.


 


4.1.2. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays a dividend or makes a distribution
in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares on account of such 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 the Ordinary Shares
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (i) to modify
the substance or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares
redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares
if it does not complete its initial Business Combination within the time period required by the Amended and Restated Memorandum
and Articles of Association, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares 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 Company’s
board of directors (the “Board”) in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of
such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be 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).


 






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


 


4.3. Adjustments
in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary
Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.4. Raising
of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or
equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an
issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be
determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into
account any Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)
held by the Sponsor or such 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 Company’s initial Business Combination on the date of the consummation of the Company’s
initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during
the twenty (20) trading day period starting on the trading day after the day on which the Company consummates its initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section
6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






    9


     


    

 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of Ordinary 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 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 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
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 Amended and Restated Memorandum and Articles of Association or as a result
of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders
of the Company for approval) 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) 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) 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) more than 50% of the issued and outstanding 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 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; provided, further, that, if less than 70% of the consideration
receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of ordinary shares in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the
Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to
the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on
the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of
each Ordinary Share shall be the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the ninety (90) day
volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to
holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other
cases, the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in 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 shall the Warrant Price be
reduced to less than the par value per share issuable upon exercise of such Warrant.


 






    10


     


    

 


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; provided,
however, that no adjustment to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required until
cumulative adjustments amount to 1% or more of the number of Ordinary Shares issuable upon exercise of a Warrant as last adjusted;
provided, further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment.
Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment
that (taken together with such carried forward adjustments) would result in a change of at least 1% in the number of Ordinary Shares
issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3, 4.4 or 4.5 in connection with which any adjustment is made to the Warrant
Price or the number of Ordinary Shares issuable upon exercise of a Warrant, 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.


 


4.7. 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 Ordinary Shares to be issued to such 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 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 4.9 (i) as a result of any issuance of securities in connection with a Business Combination or (ii) solely
as a result of an adjustment to the conversion ratio of the Company’s Class B Ordinary Shares into Ordinary Shares. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10. No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of the shares of Class B Ordinary
Shares into Ordinary Shares, in each case, pursuant to the Amended and Restated Memorandum and Articles of Association.


 


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. 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.


 






    11


     


    

 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that,
except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only
in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository or to a nominee of a successor
depository; provided, further, that, in the event that a Warrant surrendered for transfer bears a restrictive legend
(as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or
book-entry position for one-half 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
of Warrants for Cash. Subject to Section 6.5, not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant; provided,
however, that (i) the last reported sale price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third
trading day prior to the date on which notice of such redemption is sent and (ii) there is an effective registration statement
covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the thirty (30)-day Redemption Period (as defined in Section 6.3 below) or the Company has elected
to require the exercise of the Warrants on a “cashless basis” pursuant to Section 3.3.1 and such cashless exercise
is exempt from registration under the Securities Act.


 


6.2. Redemption
of Warrants for $0.10 or for Ordinary Shares. Subject to Section 6.5, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per
Warrant; provided, however, that (i) the last reported sale price of the Ordinary Shares equals or exceeds $10.00
per share (subject to adjustment in compliance with Section 4) on the trading day prior to the date on which notice of redemption
is sent. During the thirty (30)-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered
Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1
and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (a “Make-Whole
Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value”
shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days ending on the third trading day
prior to the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection
with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair
Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 






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	Redemption Date (period to	 	Fair Market Value of Ordinary Shares	 
	expiration
    
 of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.280	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact Redemption
Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value
is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary
Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between
the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates,
as applicable, based on a 365- or 366-day year, as applicable.


 






    13


     


    

 


The share prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant or the Exercise Price is adjusted pursuant to Section 4. If the number of shares issuable upon exercise of
a Warrant is adjusted pursuant to Section 4, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of a Warrant after
such adjustment and the denominator of which is the exercise price of a Warrant immediately prior to such adjustment. The number
of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number
of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number
of shares deliverable upon the exercise of a warrant as so adjusted. If the Exercise Price of a warrant is adjusted, (i) in the
case of an adjustment pursuant to Section 4.4, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the
Newly Issued Price and the denominator of which is $10.00 and (ii) in the case of an adjustment pursuant to Section 4.1.2,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease
in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in connection with
a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).


 


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


 


6.4. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 6.2) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3
and prior to the Redemption Date. 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.


 


6.5. Exclusion
of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 and Section
6.2 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such
Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees. However,
once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees in accordance
with Section 2.6), the Company may redeem the Private Placement Warrants and Working Capital Warrants pursuant to Section
6.1 or 6.2, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants or Working Capital Warrants, as applicable,
prior to redemption pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants that are transferred
to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital
Warrants, as the case may be, and shall become Public Warrants under this Agreement, including for purposes of Section 9.8.


 






    14


     


    

 


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


 


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


 


7.4.1. Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days
after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants.
The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days
following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of
this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day
following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on
the sixty-first (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 issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361 per Warrant. Solely for purposes of this subsection
7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares as
reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received
by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless
exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the
“cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of
the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company
and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance
of 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.


 






    15


     


    

 


7.4.2. Cashless
Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on
a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in
subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to
register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to
the extent an exemption is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


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


 






    16


     


    

 


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
or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office
in the United States of America, 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 entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity 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.


 






    17


     


    

 


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, the President, the Chief Financial Officer, Chief
Operating Officer, the General Counsel, the Secretary or the 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, fraud 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 outside 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, fraud 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 or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant
to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 






    18


     


    

 


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


 


8.6. Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and 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:


 


Trine II Acquisition Corp.

405 Lexington Avenue

44th Floor

New York, New York 10174

Attention: Pierre M. Henry, Chief Executive Officer


 


with a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Raphael M. Russo


 






    19


     


    

 


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 a copy to:


 


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attn: Equity Syndicate Desk


 


9.3. Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement 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 forum for any such action, proceeding or claim. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum
provisions in this Section 9. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York
or the United States District Court for the Southern District of New York in connection with any action brought in any such court
to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon
such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as
agent for such warrant holder.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity 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 United States of America, 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.


 






    20


     


    

 


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


 


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


 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing
any ambiguity or to correct any mistake or defective provision contained herein, including to conform the provisions hereof to
the description of the terms of the Warrants and this Agreement set forth in the Prospectus, (y) amending the definition of “Ordinary
Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (z) adding
or changing any 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 rights of the Registered Holders under this Agreement and
(ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.5. All other modifications or amendments,
including any modification or 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 the Registered Holders of 50% of the then-outstanding
Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants
or any provision of this Agreement with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the then-outstanding
Private Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders.


 


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


 


[Signature Page Follows]


 




    21


     


    


 


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


 


	 	Continental Stock Transfer & Trust Company,
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TRINE II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:	 Pierre M. Henry
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Warrant Agreement—Trine
II Acquisition Corp.]


 




     


     


    


 


Exhibit
A 


 


Specimen
Warrant Certificate


 


[FACE]


 





	NUMBER W–[   ]	CUSIP [  ]


 





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


 


Trine
II Acquisition Corp.

Incorporated Under the Laws of the Cayman Islands


 


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 per share (“Ordinary Shares”), of Trine II Acquisition Corp.,
a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through “cashless exercise”
as provided for in the Warrant Agreement) 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. Capitalized
terms used but not defined in this Warrant Certificate shall have the respective meanings given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise
of any Warrant. If, upon the exercise of the Warrants, a holder would be entitled to receive a fractional interest in an Ordinary
Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the
holder of the Warrants. The number of 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 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 the Exercise Period, the Warrants shall become void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


 


Reference is hereby
made to the 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.


 


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


 


* * * * *




    A-1


     


    


 





	 	TRINE II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    A-2


     


    


 


[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [    ]
Ordinary Shares and are issued or to be issued pursuant to the Warrant Agreement, dated as of [      ],
2021 (as amended, supplemented or otherwise modified from time to time, the “Warrant Agreement”), duly
executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Capitalized terms used but not
defined in this Warrant Certificate shall have the respective 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 the Warrants evidenced by this Warrant
Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through
“cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant
Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the
total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant
Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement
provides that, upon the occurrence of certain events, the number of Ordinary Shares issuable upon exercise of the Warrants set
forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would
be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest
whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


This Warrant Certificate,
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 and 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.


 




    A-3


     


    


 


Election
to Purchase



(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [      ]
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Trine II Acquisition Corp. (the “Company”)
in the amount of $[      ]
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the
name of [       ],
whose address is [       ],
and that such Ordinary Shares be delivered to [        ],
whose address is [       ].
If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [       ],
whose address is [       ]
and that such Warrant Certificate be delivered to [      ],
whose address is [       ].


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects
to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall
be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


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 Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


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


 


In the event that
the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise, (i) the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares be registered in the name of [     ], whose address is [     ]
and that such Warrant Certificate be delivered to [     ], whose address is [     ].


[Signature Page Follows]


 




    A-4


     


    


 


Date: [       ],
20[     ]


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)









 


Signature(s) 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 UNDER THE SECURITIES


EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).


 




    A-5


     


    


 


Exhibit
B 


 


Private
Placement Warrants Legend


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG TRINE II ACQUISITION CORP. (THE “COMPANY”),
ROBIN TRINE II LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS
DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF
THE WARRANT AGREEMENT REFERRED TO HEREIN) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


NO. [     ] WARRANT


 


 


B-1