Exhibit 4.2


 


EXECUTION VERSION


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of February 14th, 2022, is by and between A SPAC I Acquisition Corp., a British Virgin
Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
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 “Public Offering”) of up to 6,000,000 units (including up to 900,000 units
subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised of one
Class A ordinary share of the Company, no par value per share (“Ordinary Share”), three-fourths (3/4) of one warrant,
where each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per whole share, subject to adjustment
as described herein, and one right to receive one-tenth(1/10) of one Class A ordinary share, and in connection therewith, will issue and
deliver up to 5,175,000 warrants (including up to 675,000 warrants subject to the Over-allotment Option) (the “Public Warrants”)
to the public investors in connection with the Public Offering; and


 


WHEREAS, the Company has received
binding commitments from A SPAC (Holdings) Acquisition Corp. (the “Sponsor”) to purchase up to an aggregate
of 2,875,000 private warrants (or up to 3,145,000 private warrants if the overallotment is exercised in full) (the “Private
Warrants”) bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously
with the consummation of the Public Offering; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File
No. 333-258184 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Ordinary Shares included in the Units; and


 


WHEREAS, the Company may issue
up to an additional 1,150,000 warrants (the “Working Capital Warrants”) at a price of $1.00 per Working Capital
Warrant, in satisfaction of certain working capital loans made by the Company’s officers, directors, initial stockholders and their
affiliates; and


 


WHEREAS, following consummation
of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the
Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination (defined below); and


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


2.                 
Warrants.


 


2.1             
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of
Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the
Chairman of the Board of Directors or Chief Executive Officer, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary
of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2             
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be
issued as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant
Agent and/or the facilities of The Depository Trust Company (the “DTC”) or other book-entry depositary
system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued
shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement.


 


2.3             
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4             
Registration.


 


2.4.1       
Warrant Register. The Warrant Agent shall maintain books (“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.


 


2.4.2        Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is then registered in the Warrant Register (“Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant 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.


 






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2.5             
Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading
on the 90th day following the date of the Prospectus or, if such 90th day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of Chardan Capital Markets, LLC, as representative of the several underwriters (the “Representative”),
but in no event shall the Ordinary Shares 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 prior to the filing of the Form 8-K, and (B) the Company files with the Commission a current report on Form 8-K
announcing when such separate trading shall begin.


 


2.6             
Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants (i) will
be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c) hereof and (ii) will not
be redeemable by the Company.


 


2.7             
Post IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as
the Public Warrants except as may be agreed upon by the Company.


 


3.                 
Terms and Exercise of Warrants


 


3.1             
Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per whole
share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least five
(5) days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such
reduction shall be identical among all of the Warrants.


 


3.2              Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) twelve (12) months from the date
of the final prospectus included with the Registration Statement and (b) the consummation by the Company of a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more
businesses or entities (“Business Combination”) (as described more fully in the Registration Statement),
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business
Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the
Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable
until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the
right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’
prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied
consistently to all of the Warrants.


 






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3.3             
Exercise of Warrants.


 


3.3.1       
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 Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, as follows:


 


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


 


(b)              
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to
force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number
of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale
price of the Ordinary Shares for the ten (10) trading days ending on the day prior to the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof; or


 


(c)              
in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) Business
Days after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes
of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares
for the ten (10) trading days ending on the third trading day prior to the date of exercise.


 






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3.3.2       
 Issuance of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if any), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates,
or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may
be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position,
for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that
the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be
entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit
containing such Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants
may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful.


 


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


 


3.3.4       
Date of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued
shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
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 at the close of business on the next
succeeding date on which the share transfer books or book entry system are open.


 


3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such
person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of
the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and
its affiliates (including, without limitation, any convertible notes or convertible preferred 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
Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in
determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the SEC 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 Ordinary Shares
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two
(2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported.
By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4.                 
Adjustments.


 


4.1             
Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the
number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split up of Ordinary Shares,
or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of Ordinary Shares issuable
on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.


 


4.2             
Aggregation of Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 


4.3              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 Ordinary Shares or other shares of the Company’s
capital stock into which the Warrants are convertible (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
the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets
paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any
stockholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an
Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash
dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid
on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does
not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any
stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in
other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the
aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of
the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the
Company’s Memorandum and Articles of Association (as described in the Registration Statement) or (d) any payment in
connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business
Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a
cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares
during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be
decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference
between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period,
including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and
cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the
purposes of illustration, if following the closing of the Company’s initial Business Combination, there were 100,000,000
shares outstanding and the Company paid a $1.00 dividend to each of 17,500,000 of such shares (with the remaining 82,500,000 shares
waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend
payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 






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4.4             
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants
is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the
number of Ordinary Shares so purchasable immediately thereafter.


 


4.5              Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of
the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of 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 Warrant holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Ordinary Shares covered by
Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5.
The provisions of this Section 4.5 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. Notwithstanding anything to the contrary herein, in the event of any tender offer for
Ordinary Shares, the offeror shall not make any tender offer for Warrants if the effect of such offer would be to require the
Warrants to be accounted for as liabilities under applicable accounting principles.


 






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4.6             
Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues
additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such
issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such
issuance to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held
by them prior to such issuance), (b) 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 Business Combination on the date of the consummation of such Business
Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of
the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the
price at which the Company issues the Ordinary Shares or equity-linked securities, and the $16.50 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 165% of the higher of the Fair Market Value and the price at which the Company issues
Ordinary Shares or equity-linked securities. Solely for purposes of this Section 4.6, the “Fair Market Value”
shall mean the volume weighted average reported trading price of the Ordinary Shares for the twenty (20) trading days starting on the
trading day prior to the date of the consummation of the Business Combination.


 


4.7             
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each
Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


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


 






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4.9             
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10         
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such
opinion.


 


5.                 
Transfer and Exchange of Warrants.


 


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


 


5.2             
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form
or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants, or book entry positions, 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, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend.


 


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


 






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


 


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


 


5.6             
Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants
or Working Capital Warrants, except for transfers (i) among the initial shareholders or to the initial shareholder’s members
or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon
the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s
immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case
for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified
domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination,
(vii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (viii) in
the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share
exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (vii) or (viii) or with
the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented
with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee
or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other
applicable agreement the transferor is bound by.


 


5.7             
Transfers prior to Detachment. 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 5.7 shall have no effect on any transfer
of Warrants on or after the Detachment Date.


 


6.                 
Redemption.


 


6.1              Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(“Redemption Price”), provided that the closing price of the Ordinary Shares equals or exceeds $16.50 per
share (the “Redemption Trigger Price subject to adjustment in accordance with Section 4 hereof), on each of
twenty (20) trading days within any thirty (30) trading day period ending on the third trading day prior to the date on which notice
of redemption is given and provided that there is an effective registration statement covering the Ordinary Shares issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has
elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided,
however, that if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the
issuance of Ordinary Shares upon exercise of the 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.


 






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


 


6.3             
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the
information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


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


 


7.1             
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of
the Company or any other matter.


 


7.2             
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3             
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 






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7.4              Registration
of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it
shall use its best efforts to file with the Commission a registration statement for the registration, under the Act, of the Ordinary
Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or
qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of
Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The
Company will use its 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 90th day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the 91st 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 Ordinary Shares issuable upon
exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with
Section 3.3.1(c). The Company shall 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 Section 7.4 is not required to be registered under the Act and (ii) the Ordinary Shares issued upon
such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined
in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the
avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to
be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of
this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.


 


8.                 
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2             
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1        Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of any Warrant (who shall, with such notice, submit his 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.


 






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8.2.2       
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any
such appointment.


 


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


 


8.3             
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4             
Liability of Warrant Agent.


 


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


 


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


 






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8.4.3       
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement, or any
Warrant or as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


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


 


9.                 
Miscellaneous Provisions.


 


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


 


9.2             
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if
by hand or overnight delivery, when so delivered, or (iii) 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:


 


A SPAC I Acquisition Corp.


Level 39, Marina Bay Financial Centre


Tower 2, 10 Marina Boulevard, Singapore
018983


Attention: Claudius Tsang


E-mail: info@aspac.co


 


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
(i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent by
certified mail or private courier service within five 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:


 






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Continental Stock Transfer & Trust
Company


1 State Street


30th Floor


New York, NY 10004


Attn: Ana Gois


 


with a copy in each case to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


E-mail: gcaruso@loeb.com


 


9.3             
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, 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.


 


9.4              Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or 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 and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4,
9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be
for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8
hereof) and their successors and assigns and of the Registered Holders of the Warrants.


 






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


 


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


 


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


 


9.8             
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for
the purpose of curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms
of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained
herein, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the Registered Holders of (i) a
majority of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or in connection with,
the consummation of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification or amendment
is being undertaken after the consummation of a Business Combination. Notwithstanding the foregoing, the Company may lower the Warrant
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9             
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against
the trust account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement)
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant
Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.


 


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.


[signature page follows]


 






    16


     


    

 


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


 


	 	A SPAC I ACQUISITION CORP.
	 	 
	 	By:	/s/ Claudius Tsang
	 	Name:	Claudius Tsang
	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Ana Gois
	 	Name:	/s/ Ana Gois
	 	Title:	Vice President


 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 






     


     


    

 


EXHIBIT B


 


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, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
OR TRANSFERRED ) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT ) WHO AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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