Exhibit 4.3


 


[FORM OF WARRANT CERTIFICATE]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


 


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


APEX TECHNOLOGY ACQUISITION CORPORATION II


 


Incorporated Under the Laws of the State of
Delaware


 


CUSIP 03769E 112


 


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 shares of Class A common stock, $0.0001 per value per share (“Common Stock”), of Apex Technology Acquisition
Corporation II, a Delaware corporation (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
shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the
United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is
subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of Common
Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.


 


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


 


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


 


This Warrant Certificate shall be governed by
and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	APEX TECHNOLOGY ACQUISITION CORPORATION II
	 	 	 
	By:	 	 
	Name:	Brad Koenig	 
	Title:	Co-Chief Executive Officer	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	as Warrant Agent	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [___] shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of [____], 2021 (the “Warrant Agreement”), duly executed and
delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument
and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock 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 shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject
to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued
to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 


Election to Purchase


 



    2


     


    




 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive [____] shares of Common Stock and herewith tenders payment for such shares
of Common Stock to the order of Apex Technology Acquisition Corporation II (the “Company”) in the amount of $[____]
in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the
name of [___], whose address is [_____], and that such shares of Common Stock be delivered to [____] whose address is [___]. If said number
of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares of Common Stock 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 Article VI of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.03 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with Section 3.03(a)(ii) and Section 6.03 of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement
Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to Section 3.03(a)(iii)
of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance
with Section 3.03(a)(iii) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.04 of the Warrant Agreement, the number of shares of Common Stock that
this Warrant is exercisable for shall be determined in accordance with Section 7.04 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 shares of Common Stock that this Warrant is
exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If
said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
in the name of [____], whose address is [___], and that such Warrant Certificate be delivered to [_____], whose address is [_______].


 


[Signature Page Follows]


 


Date: [___], 2021


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 


 


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