Exhibit 10.4


 


EXECUTION VERSION


 





WARRANT SUBSCRIPTION AGREEMENT


 


This WARRANT SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of this February 14th, 2022, by and between A SPAC I Acquisition Corp.,
a British Virgin Islands business company (the “Company”), having its principal place of business at Level 39,
Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983, and A SPAC (Holdings) Acquisition Corp., a British Virgin
Islands business company (the “Purchaser”).


 


WHEREAS, the Company desires
to sell on a private placement basis (the “Offering”) an aggregate of up to 2,875,000 warrants (the “Initial
Warrants”) of the Company, and up to an additional 270,000 warrants (“Additional Warrants” and
together with the Initial Warrants, the “Warrants”) of the Company in the event that the underwriters’
45-day over-allotment option (“Over-Allotment Option”) in the Offering is exercised in full or part, each Warrant
exercisable for one Class A ordinary share of the Company, no par value (the “Ordinary Shares”), for a purchase
price of $11.50 per Ordinary Share.


 


WHEREAS, the Purchaser desires
to purchase the 2,875,000 Initial Warrants and up to 270,000 Additional Warrants and the Company wishes to accept such subscription.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


1.                 
Agreement to Subscribe


 


1.1             
Purchase and Issuance of the Warrants. For the aggregate sum of $2,875,000 (the “Initial Purchase Price”),
upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 2,875,000 Initial Warrants at $1.00 per Initial
Warrant.


 


In addition to the foregoing,
the Purchaser hereby agrees to purchase up to an additional 270,000 Additional Warrants at $1.00 per Additional Warrant for a purchase
price of up to $270,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase
Price”). The purchase and issuance of the Additional Warrants shall occur only in the event that the Over-Allotment Option
is exercised in full or part. The total number of Additional Warrants to be purchased hereunder shall be in the same proportion as the
amount of the Over-Allotment Option that is exercised. Each purchase of Additional Warrants shall occur simultaneously with the consummation
of any portion of the Over-Allotment Option.


 


1.2             
Closing. The closing of the purchase and sale of the Initial Warrants shall take place at the offices of Hunter Taubman
Fischer & Li LLC 48 Wall Street, Suite 1100, New York, New York 10005 simultaneously with the consummation of the Company’s
initial public offering (“IPO”) and the purchase and sale of the Additional Warrants shall take place upon the
consummation of the exercise of all or any portion of the Over-Allotment Option (each a “Closing Date”).


 






     


     


    

 


1.3             
 Delivery of the Purchase Price. The Initial Purchase Price is currently held in an account at Continental Stock
Transfer & Trust Company, LLC (“CST”). At least one business day prior to the effective date of the Company’s
registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment
Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified
bank check or wire transfer of immediately available funds denominated in United States Dollars to CST, which is hereby irrevocably authorized
to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s
public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company
and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”).
If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall
be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars,
without interest or deduction.


 


1.4             
Delivery of Warrants. Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section
1.3, the Purchaser shall become irrevocably entitled to receive the Warrants purchased hereunder.


 


2.                 
Representations and Warranties of the Purchaser


 


The Purchaser represents and
warrants to the Company that:


 


2.1             
No Government Recommendation or Approval. It understands that no United States federal or state agency or similar
agency of any other country has passed upon or made any recommendation or endorsement of the Company, the Offering, the Warrants or the
Ordinary Shares underlying the Warrants (the “Securities”).


 


2.2             
Organization.  It is a business company, validly existing and in good standing under the laws of the British
Virgin Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.3             
Private Offering. It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person”
as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale
contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning
of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation
S.


 


2.4             
Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and
binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding


 


2.5              No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational
documents, (ii) any agreement, indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or
regulation to which the Purchaser is subject, or any agreement, order, judgment or decree to which the Purchaser is subject.


 






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2.6             
No Legal Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of the
Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.7             
Access to Information; Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding of
the Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph.
It understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant
to this Section 2 and it has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations and/or its prospects.


 


2.8             
Reliance on Representations and Warranties. It understands the Warrants are being offered and sold to it in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various
states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Purchaser set forth in this Agreement in order to determine the applicability of such provisions.


 


2.9             
No Advertisements. It is not subscribing for the Warrants as a result of or subsequent to any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented
at any seminar or meeting.


 


2.10         
Legend. It acknowledges and agrees the the Warrants shall bear a restrictive legend (the “Legend”),
in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except
(i) pursuant to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any
other exemptions from the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company,
is available.


 






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2.11         
 Experience, Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of his investment in the Securities
for an indefinite period of time because the Securities have not been registered under the Securities Act and therefore cannot be sold
unless subsequently registered under the Securities Act or an exemption from such registration is available. It has substantial experience
in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to protect its own interests. It has substantial experience in
evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests.


 


2.12         
Investment Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not
for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof and it has no present
arrangement to sell the interest in the Securities to or through any person or entity.


 


2.13         
Restrictions on Transfer. It acknowledges and understands the Warrants are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities
Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,
resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”),
if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each
case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities
or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company
an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it
will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to
it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined
below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


3.                 
Representations and Warranties of the Company


 


The Company represents and
warrants to the Purchaser that:


 


Valid Issuance of Share
Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary
Shares, (ii) 100 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued
1 Class B ordinary share that will automatically be canceled at the time of the Company’s initial Business Combination (as defined
below) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued,
and are fully paid and non-assessable.


 






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3.1             
 Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the
warrant agreement to be entered into with CST on or prior to the closing of the IPO (the “Warrant Agreement”)
and the Amended and Restated Memorandum and Articles of Association of the Company, as the case may be, each of the Warrants will be duly
and validly issued, fully paid and non-assessable. On the date of issuance of the Warrants, the Ordinary Shares underlying the Warrants
(the “Warrant Shares”) shall have been reserved for issuance. Upon issuance in accordance with the terms hereof, the Amended
and Restated Memorandum and Articles of Association of the Company, the Purchaser will have or receive good title to the Warrants Shares,
free and clear of all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder and pursuant to the registration
rights agreement to be entered into on or prior to the closing of the IPO (the “Registration Rights Agreement”)
and (ii) transfer restrictions under federal and state securities laws.


 


3.2             
Organization and Qualification. The Company has been duly incorporated and is validly existing as a British Virgin
Islands business company and has the requisite corporate power to own its properties and assets and to carry on its business as now being
conducted.


 


3.3             
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution,
delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been
duly authorized by all necessary corporate action, and (iii) this Agreement constitutes, and upon the execution and delivery thereof,
the Warrants and Warrant Agreement, will constitute, valid and binding obligations of the Company enforceable against the Company in accordance
with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by
federal and state securities laws or principles of public policy.


 


3.4             
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not (i) result in a violation of the Company’s Memorandum and Articles of Association,
(ii) conflict with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii)
conflict with any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which
the Company is subject. Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent
to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or
local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Warrants
or the Warrant Shares in accordance with the terms hereof.


 






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4.                 
Legends


 


4.1             
 Legend. The Company will issue the Warrants, and when issued, and the Warrant Shares, purchased by the Purchaser,
in the name of the Purchaser. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


THESE SECURITIES (i) HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN A SPAC I ACQUISITION CORP. AND A SPAC (HOLDINGS) ACQUISITION CORP. AND MAY ONLY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”


 


4.2             
Purchaser’s Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations
and agreements to comply with all applicable securities laws upon resale of the Securities.


 


4.3             
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer
of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements
of the Securities Act.


 


4.4             
Registration Rights. The Purchaser will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into with the Company on or prior to the closing
of the IPO.


 


5.                 
Lockup


 


The Purchaser acknowledges
and agrees that the Warrants and the Warrant Shares shall not be transferable, saleable or assignable except as described in the Warrant
Agreement.


 






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6.                 
Securities Laws Restrictions


 


The Purchaser agrees not to
sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed
to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory
to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated
by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


7.                 
Waiver of Distributions from Trust Account


 


In connection with the Securities
purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any
distributions from the Trust Account.


 


8.                 
Rescission Right Waiver and Indemnification


 


8.1             
Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements
of the Securities Act requires there be no general solicitation of purchasers of the Warrants. In this regard, if the Offering were deemed
to be a general solicitation with respect to the Warrants, the offer and sale of such Warrants may not be exempt from registration and,
if not, the Purchaser may have a right to rescind its purchase of the Warrants. In order to facilitate the completion of the Offering
and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests
of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue
or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Warrants as a result of the issuance of
the Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is
being made in order to induce the Company to sell the Warrants to the Purchaser. The Purchaser agrees the foregoing waiver of rescission
rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in
connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or
future actual or asserted right to rescind the purchase of the Warrants hereunder or relating to the purchase of the Warrants and the
transactions contemplated hereby.


 


8.2             
No Recourse Against Trust Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason
whatsoever in connection with its purchase of the Warrants or any Claim that may arise now or in the future.


 






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8.3             
 Section 8 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective
as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any
statutory disqualification or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration
received from the Company hereunder in this regard.


 


9.                 
Terms of the Warrants


 


The Warrants shall be substantially
identical to the warrants offered in the IPO as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.


 


10.             
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


11.             
Assignment; Entire Agreement; Amendment


 


11.1         
Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other
than by the Purchaser, without the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon
such assignment by a Purchaser, the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein
to the extent of such assignment.


 


11.2         
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to
the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any and every nature.


 


11.3         
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.


 


11.4         
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
to their respective heirs, legal representatives, successors and permitted assigns.


 


12.             
Notices; Indemnity


 


12.1          Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving
party’s address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either
(a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All
notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time
of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on
the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the
fifth business day following the day such mailing is made.


 


12.2         
Indemnification. Except as set forth in Section 8, each party shall indemnify the other party against any loss, cost
or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation,
warranty, covenant or agreement set forth in this Agreement.


 






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13.             
Counterparts


 


This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart.  In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.


 


14.             
Survival; Severability


 


14.1         
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing
until one (1) year following the consummation of an initial Business Combination.


 


14.2         
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


15.             
Headings


 


The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


16.             
Construction


 


The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words
 “include,” “includes,” and “including” will be deemed to be followed by
 “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not
to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract
from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


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This subscription is accepted by the Company as
of the date first written above.


 


	By:	/s/ Claudius Tsang	 
	Name:	Claudius Tsang	 
	Title:	Chief Executive Officer and Chief Financial Officer	 


 


Accepted and agreed this


 


14th day of February, 2022


 


A SPAC (HOLDINGS) ACQUISITION CORP.


 


	By:	/s/ Claudius Tsang	 
	Name:	Claudius Tsang	 
	Title:	Authorized Signatory	 


 


[Signature Page for Warrant Subscription Agreement]