Exhibit
4.4 


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of [___], 2021, is by and between Apex Technology Acquisition Corporation
II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Common Stock (as defined below) and one-fourth of one redeemable Public Warrant (as defined
below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 8,750,000 warrants (or
up to 10,062,500 warrants if the Over-allotment Option is exercised in full) to public investors in the Offering (the “Public
Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par
value $0.0001 per share (“Common Stock”), for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS,
on [___], 2021, the Company entered into that certain Units Subscription Agreement with Apex Technology Sponsor II LLC, a Delaware limited
liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 900,000 Units
simultaneously with the closing of the Offering at a purchase price of $10.00 per Unit and in connection therewith, will issue and deliver
up to an aggregate of 225,000 warrants bearing the legend set forth in Exhibit B hereto (“Private Placement Warrants”);
and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000
Units at a price of $10.00 per Unit and in connection therewith, will issue and deliver up to an aggregate of 37,500 warrants (the “Working
Capital Warrants” and, together with the Private Placement Warrants and the Public Warrants, the “Warrants”);
and


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


ARTICLE
I.


 


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.


 


ARTICLE
II.


 


WARRANTS


 


Section
2.01 Form of Warrant. Each Warrant shall be issued in registered form only.


 


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


 


Section
2.03 Registration.


 


(a)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on,
and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with the Depository
Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


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


 


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


 


(b)
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


Section
2.04 Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the
52nd day following the date of the Prospectus or, if such 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
Goldman Sachs & Co. LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC, and SoFi Securities, LLC, as representatives
of the several underwriters, but in no event shall the Common Stock and the Public Warrants comprising the Units be separately
traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds 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 simultaneously with the initial closing of the Offering, and (B) the
Company issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading
shall begin.


 






    2


     


    

 


Section
2.05 No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
Units, each of which is comprised of one share of Common Stock and one-fourth of one redeemable Public Warrant. If, upon the detachment
of Public Warrants from 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.


 


Section
2.06 Private Placement Warrants and Working Capital Warrants.


 


(a)
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 either the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the
Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.03(a)(i) hereof, (ii)
may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination
(as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of clause (ii),
the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by either the Sponsor or any officers
or directors of the Company, or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants
and the Working Capital Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)
by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
or


 


(viii)
subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property;


 


provided,
however, that, in the case of clauses (i) through (viii), these transferees (the “Permitted Transferees”) must
enter into a written agreement agreeing to be bound by the transfer restrictions in this Agreement.


 


Section
2.07 Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 






    3


     


    

 


ARTICLE
III.


 


TERMS
AND EXERCISE OF WARRANTS


 


Section
3.01 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Article IV hereof and in the last sentence of this Section
3.01. The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that (i) the Company
shall provide at least three (3) Business Days’ prior written notice of such reduction to Registered Holders of the Warrants and
(ii) that any such reduction shall be identical among all of the Warrants.


 


Section
3.02 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
“Business Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering,
and terminating at 5:00 p.m., New York City time, on the earlier to occur of: (w) the date that is five (5) years after the date on which
the Company completes its Business Combination, (x) the liquidation of the Company in accordance with the Company’s amended and
restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination, (y) other
than with respect to the Private Placement Warrants and the Working Capital Warrants then held by either the Sponsor, any officers or
directors of the Company or any of their Permitted Transferees as provided in Section 6.01, the Redemption Date (as defined below)
as provided in Section 6.03 hereof or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants
then held by either the Sponsor, any officers or directors of the Company or any of their Permitted Transferees as provided in Section
6.02, the Alternative Redemption Date (as defined below) (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 3.03(b)
below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) or the Alternative Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital
Warrant then held by either the Sponsor, any officers or directors of the Company or their Permitted Transferees, as applicable) in the
event of a redemption (as set forth in Article VI hereof), each outstanding Warrant (other than a Private Placement Warrant or
a Working Capital Warrant held by either the Sponsor, any officers or directors of the Company or their Permitted Transferees, as applicable,
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, that (1) the Company shall provide
at least twenty (20) days’ prior written notice of any such extension to Registered Holders of the Warrants and (2) that any such
extension shall be identical in duration among all the Warrants.


 


Section
3.03 Exercise of Warrants.


 


(a)
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full share of Common Stock 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 shares of Common Stock and
the issuance of such shares of Common Stock, as follows:


 


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


 


(ii)
in the event of a redemption pursuant to Article VI hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”,
as defined in this subsection 3.03(a)(ii) by (y) the Fair Market Value. Solely for purposes of this subsection 3.03(a)(ii),
Section 6.02 and Section 6.04, the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of the Warrants pursuant to Article VI hereof;


 






    4


     


    

 


(iii)
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 either the Sponsor, any officers or directors of the Company or their Permitted Transferees, as applicable, by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”,
as defined in this subsection 3.03(a)(iii), by (y) the Fair Market Value. Solely for purposes of this subsection 3.03(a)(iii),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days
ending on the third 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; or


 


(iv)
as provided in Section 7.04 hereof.


 


(b)
Issuance of Shares of Common Stock 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 3.03(a)(i)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares
of Common Stock 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 shares of Common Stock underlying the Public Warrants is then effective and a
prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.04. No Warrant
shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common
Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under
the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall
have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. The Company may require holders
of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.04. 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 a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common
Stock to be issued to such holder.


 


(c)
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.


 


(d)
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock
is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock 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 share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


(e)
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 3.03(e); however, no holder of a Warrant shall be subject to this subsection 3.03(e) 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 and any of its affiliates or any other person subject to aggregation with such person for purposes of the “beneficial
ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
any “group”(within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be a part,
would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation
under Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher
percentage would be) in excess of 9.8% (as specified by the holder) (the “Maximum Percentage”) of the shares of Common
Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and its affiliates or any such other person or group shall include the number of shares
of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock 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 stock 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 Exchange Act. For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may
rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K,
quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of
Common Stock 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 shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock 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 61st day after such notice is delivered to the Company.


 






    5


     


    

 


ARTICLE
IV.


 


ADJUSTMENTS


 


Section
4.01 Stock Dividends.


 


(a)
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.06 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other
similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering
to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value”
(as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares
of Common Stock 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 Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of
Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.01(a), (i) if
the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


(b)
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (i) as described in subsection
4.01(a) above, (ii) Ordinary Cash Dividends (as defined below), (iii) to satisfy the redemption rights of the holders of the Common
Stock in connection with a proposed initial Business Combination, (iv) to satisfy the redemption rights of the holders of Common Stock
in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if
the Company does not complete the Business Combination within the time period set forth in the Company’s amended and restated certificate
of incorporation, or (v) in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon
the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall
be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of
such Extraordinary Dividend. For purposes of this subsection 4.01(b), “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 Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as
adjusted to appropriately reflect any of the events referred to in other subsections of this Article IV and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


Section
4.02 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.06 hereof, the number
of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares
of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 






    6


     


    




 


Section
4.03 Adjustments in Exercise Price.


 


(a)
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.01(a) or Section 4.02 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 shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


(b)
If, (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with
the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock
(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 shares of Common Stock issued prior to the Offering and 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 initial
Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted
average trading price of Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant
Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the
last sales price of the Common Stock that triggers the Company’s right to redeem the Warrant pursuant to Section 6.01 below
shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly Issued Price.


 


Section
4.04 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under subsections 4.01(a) or 4.01(b) or Section 4.02 hereof or that
solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), 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 shares of Common Stock of
the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the 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 Common Stock 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 Common Stock 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 Common Stock
(other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the
Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase of
shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of
any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and
together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule))
and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, 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 stockholder 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 Common Stock 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 Article IV; provided, further, that if less than 70% of the consideration
receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock 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 (“Bloomberg”). For purposes of calculating such amount, (1) Article VI
of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (3) 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 (4) 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 Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported 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 shares of Common Stock covered by subsection 4.01(a), then such adjustment shall be made pursuant to subsection
4.01(a) or Sections 4.02, 4.03 and this Section 4.04. The provisions of this Section 4.04 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






    7


     


    

 


Section
4.05 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.01, 4.02, 4.03 or 4.04, 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.


 


Section
4.06 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Article IV,
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 shares of Common Stock to be issued to such holder.


 


Section
4.07 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Article IV, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock 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.


 


Section
4.08 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Article IV 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 Article IV, 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 Article IV 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 4.08
as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants
in a manner that is consistent with any adjustment recommended in such opinion.


 


ARTICLE
V.


 


TRANSFER
AND EXCHANGE OF WARRANTS


 


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


 


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


 






    8


     


    

 


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


 


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


 


Section
5.05 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 Article V, 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.


 


Section
5.06 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 5.06 shall have no effect on any transfer of Warrants
on and after the Detachment Date.


 


ARTICLE
VI.


 


REDEMPTION


 


Section
6.01 Redemption of Warrants for Cash. Subject to Sections 6.05 and 6.06 hereof, not less than all of the outstanding Public
Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the
office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described in Section 6.03 below,
at the price of $0.01 per Warrant (the “Redemption Price”); provided that the last sales price of the Common
Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Article IV hereof), on each of twenty
(20) trading days within the thirty (30) trading-day period ending on the third Business Day prior to the date on which notice of the
redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in
Section 6.02 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant
to subsection 3.03(a); provided, however, that if and when the Public Warrants become redeemable by the Company,
the Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is
not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification.


 


Section
6.02 Redemption of Warrants for Common Stock. Subject to Sections 6.05 and 6.06 hereof, not less than all of the outstanding
Public Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior
to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described in
Section 6.03 below, at a price equal to a number of shares of Common Stock 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 Public Warrants) and the “Fair Market
Value” (as such term is defined in Section 3.03(a)(ii) (the “Alternative Redemption Price”), provided that the
last sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Article
IV hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.03 below) or the Company has elected to require
the exercise of the Public Warrants on a “cashless basis” pursuant to Section 3.03(a)(ii).


 






    9


     


    

 


	 	 	Fair
    Market Value of Class A Common Stock	 
	Redemption
    Date (period to expiration of warrants)	 	Â£$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	Â3
    $18.00	 
	60
    months	 	 	0.261	 	 	 	0.281	 	 	 	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	 





 


If
the exact Fair Market Value and Redemption Date (as defined below) are between two values in the table above or the Redemption Date is
between two redemption dates in the table above, the number of shares of Common Stock to be issued for each Warrant redeemed will be
determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the
earlier and later redemption dates, as applicable, based on a 365-day year.


 


Section
6.03 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Public Warrants pursuant
to Section 6.01, the Company shall fix a date for the redemption (the “Redemption Date”). In the event that
the Company elects to redeem all of the Public Warrants pursuant to Section 6.02, the Company shall fix a date for redemption
(the “Alternative Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by
the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered
Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice.


 






    10


     


    

 


Section
6.04 Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection 3.03(a)(ii) of this Agreement) at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.03 hereof and prior to the Redemption Date. In the event that the Company determines to require
all holders of the Public Warrants to exercise their Public Warrants on a “cashless basis” pursuant to subsection 3.03(a)(ii),
the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received upon
exercise of the Pubic Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.03(a)(ii) hereof)
in such case. On and after the Redemption Date, the record holder of the Public Warrants shall have no further rights except to receive,
upon surrender of the Public Warrants, the Redemption Price or the Alternative Redemption Price, as applicable.


 


Section
6.05 Effect on Private Placement Warrants and Working Capital Warrants.


 


(a)
The Company agrees that the redemption rights provided in Section 6.01 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 either the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital
Warrants are transferred (other than to Permitted Transferees under Section 2.06), the Company may redeem the Private Placement
Warrants and the Working Capital Warrants pursuant to Section 6.01; 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 and the Working Capital Warrants prior to redemption pursuant to Sections 6.04. 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 and shall become Public Warrants under this Agreement.


 


(b)
[Intentionally Omitted]


 


(c)
The Company agrees that the redemption rights provided in Section 6.02 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 either the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants and Working Capital
Warrants are transferred (other than to Permitted Transferees under Section 2.06), the Company may redeem the Private Placement
Warrants and the Working Capital Warrants pursuant to Sections 6.02; if the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants and Working Capital Warrants to exercise the Private Placement Warrants and the Working
Capital Warrants prior to redemption pursuant to Sections 6.04.


 


Section
6.06 Public Warrants held by the Company’s Officers or Directors. The Company agrees that if Public Warrants are held by
any of the Company’s officers or directors, the Public Warrants held by such officers and directors will be subject to the redemption
rights provided in Sections 6.01 and 6.02, except that such officers and directors shall receive only “Fair Market Value”
(“Fair Market Value” in this Section 6.06 shall mean the last sale price of the Public Warrants on the Alternative
Redemption Date) for such Public Warrants so redeemed.


 






    11


     


    

 


ARTICLE
VII.


 


OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS


 


Section
7.01 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
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 a stockholder in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


Section
7.02 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.


 


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


 


Section
7.04 Registration of Common Stock; Cashless Exercise at Company’s Option.


 


(a)
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company
shall use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when
the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock 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 any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this
subsection 7.04(a), “Fair Market Value” shall mean the volume weighted average price of the Common Stock 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 7.04(a) is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued
upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term
is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear
a restrictive legend. Except as provided in subsection 7.04(b), for the avoidance of any doubt, unless and until all of the Warrants
have been exercised, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences
of this subsection 7.04(a).


 






    12


     


    

 


(b)
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor rule), 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 (or any successor rule)
as described in subsection 7.04(a) and (ii) in the event the Company so elects, the Company shall not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the
Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require
a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees
to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under the blue
sky laws of the state of residence in those states in which the Public Warrants were initially offered by the Company of the exercising
Public Warrant holder to the extent an exemption is not available.


 


ARTICLE
VIII.


 


CONCERNING
THE WARRANT AGENT AND OTHER MATTERS


 


Section
8.01 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 shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


Section
8.02 Resignation, Consolidation, or Merger of Warrant Agent.


 


(a)
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 









    13


     


    

 


(b)
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 Common Stock not later than the effective date of any such appointment.


 


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


 


Section
8.03 Expenses of Warrant Agent.


 


(a)
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.


 


(b)
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.


 


Section
8.04 Liability of Warrant Agent.


 


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


 


(b)
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (as
determined by a court of competent jurisdiction in a final and non-appealable judgment). The Company agrees to indemnify the Warrant
Agent, its employees, officers and directors (each, an “Indemnified Person”), and save each Indemnified Person harmless
against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by such Indemnified
Person in the execution of this Agreement, except as a result of the Indemnified Person’s gross negligence, willful misconduct
or bad faith (as determined by a court of competent jurisdiction in a final and non-appealable judgment).


 


(c)
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 Article IV hereof or responsible for the manner, method, or amount of
any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


Section
8.05 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 shares of
Common Stock through the exercise of the Warrants.


 


Section
8.06 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 the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. 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.


 






    14


     


    

 


ARTICLE
IX.


 


MISCELLANEOUS
PROVISIONS


 


Section
9.01 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.





 


Section
9.02 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:


 


Apex
Technology Acquisition Corporation II


533
Airport Blvd, Suite 400


Burlingame,
CA 94010


Attention
Brad Koenig


Email:
BCKoenig@yahoo.com 


 


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


1
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 


With a copy
to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Stuart Neuhauser


Email:
sneuhauser@egsllp.com


 


and


 


Goldman
Sachs & Co. LLC


200
West Street


New
York, NY 10282


Attn:
Olympia McNerney


Email:
olympia.mcnerney@gs.com


 


and


 


Cantor Fitzgerald & Co.


110 East 59th Street


New York, NY 10022


Attn: Kelley Basham


Email: Kelley.Basham@cantor.com


 


and


 


Mizuho
Securities USA LLC


1271
Avenue of the Americas


New
York, NY 10020


Attn:
Julie Grossman


Email:
Julie.Grossman@mizuhogroup.com


 


and


 






    15


     


    

 


SoFi
Securities, LLC


860
Washington Street, 2nd Floor


New
York, NY 10014


Attn:
Jeremy Goldman


Email:
jgoldman@sofi.org


 


and


 


Graubard
Miller


The
Chrysler Building


405
Lexington Ave.


New
York, NY 10174


Attn:
Jeffrey M. Gallant Esq.


Email:
jgallant@graubard.com


 


Section
9.03 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out
of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive
forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought
to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States
of America are the sole and exclusive forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a “Foreign Action”) in the name of any warrant holder, such warrant holder shall be deemed to
have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States
District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action
by service upon such warrant holder’s counsel in the Foreign Action as agent for such warrant holder.


 


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


 






    16


     


    

 


Section
9.05 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.


 


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


 


Section
9.07 Counterparts and Electronic Signatures. . 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. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State
Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of
this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will
constitute due and sufficient delivery of such counterpart.


 


Section
9.08 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.


 


Section
9.09 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 to correct any defective provision or mistake 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) adjusting the definition of
“Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.01(b) or (z)
adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement, and (ii)
to provide for the delivery or Alternative Issuance pursuant to Section 4.04. All other modifications or amendments, including
any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent
of the Registered Holders of 50% of the number 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 number of 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
3.01 and 3.02, respectively, without the consent of the Registered Holders.


 


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


 


Exhibit A
Form of Warrant Certificate


 


Exhibit B
Legend-Private Placement Warrants


 




    17


     


    

 


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


 


	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:	 	 


 


[Signature
Page to Warrant Agreement]


 




    18


     


    

 


EXHIBIT
A


 


[FORM
OF WARRANT CERTIFICATE]


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


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


 



     


     


    




 


(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)).


 




     


     


    

 


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 APEX TECHNOLOGY ACQUISITION CORPORATION II (THE “COMPANY”),
APEX TECHNOLOGY SPONSOR 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 ARTICLE III OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN ARTICLE II
OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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