Exhibit
4.4


 


WARRANT AGREEMENT


 


between


 


LIV CAPITAL
ACQUISITION CORP.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT
AGREEMENT (this “Agreement”), dated as of [●], 2019, is by and between LIV Capital Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS,
on [●], 2019 the Company entered into that certain Sponsor Warrants Purchase Agreement with LIV Capital Acquisition Sponsor,
L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), pursuant to which the Sponsor agreed
to purchase an aggregate of 2,350,000 warrants (or up to 2,552,500 warrants if the Over-allotment Option (as defined below) in
connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering
(and any closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant
entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per share, subject
to adjustment, terms and limitations as described herein; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an
additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities (the “Units”), each such Unit comprised of one Class A ordinary share of the Company,
par value $0.0001 per share (“Class A ordinary shares”), and one warrant (the “Public Warrants”
and, together with the Private Placement Warrants, the “Warrants”), and, in connection therewith, has
determined to issue and deliver up to 6,900,000 Public Warrants (including up to 900,000 Public Warrants subject to the Over-allotment
Option) to public investors in the Offering. Each Public Warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 333-[●] (the “Registration 


 




     


     


    

Statement”)
and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended
(the “Securities Act”), of the Units, the Public Warrants and the Class A ordinary shares included in
the Units; and


 


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


 


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


 


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


 


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


 


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


 


2.             Warrants.


 


2.1.          Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


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


 


2.3.          Registration.


 


2.3.1.     
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in
the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect
to a Warrant in its account, a “Participant”).


 


If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant
Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for,


 




     


     


    

or it is
no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be
in the form annexed hereto as Exhibit A.


 


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


 


2.3.2.     
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 


2.4.          Detachability of Warrants. The Class A 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 EarlyBirdCapital, Inc., but in no event shall the Class A 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 then
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the
“Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form
8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.


 


2.5.          No
Fractional Warrants. The Company shall not issue fractional Warrants. If for any reason a holder of Warrants would be entitled
to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued
to such holder.


 


2.6.          Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants may be exercised
for cash or on a “cashless basis,” pursuant to subsection ‎3.3.1(c) hereof, (ii) the Private Placement
Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) the
Private Placement


 




     


     


    

Warrants
shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement
Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the
Private Placement Warrants may be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)               by
virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended
from time to time, upon termination, winding-up and liquidation of the Sponsor; and


 


(h)              
in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that, in the case of clauses (a) through (e) and (g), these permitted transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement.


 


3.             Terms and Exercise of Warrants.


 


3.1.           Warrant
Price. Each Warrant (if in certificated form, when countersigned by the Warrant Agent), 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
Class A ordinary shares stated therein, at the price of $11.50 per 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 (including in cash or by payment of Warrants pursuant to a “cashless
exercise,” to the extent permitted hereunder) at which Class A 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 twenty (20) 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 (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the
Company and one or more businesses (a “Business Combination”), and (ii) the date that is twelve (12)
months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time, on the earliest to occur
of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the
liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association,
as amended from time to time, if the Company fails to complete a Business Combination, or (z) other than with respect to the Private
Placement Warrants then held by the Sponsor or any of its Permitted Transferees, the Redemption Date (as defined below) as provided
in Section ‎6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection ‎3.3.2
below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price
(as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or any of its Permitted Transferees)
in the event of a redemption (as set forth in Section ‎6 hereof), each outstanding Warrant (other than
a Private Placement Warrant held by the Sponsor or any of its Permitted Transferees in the event of a redemption) not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m., New York City time, on the Expiration Date. The term “outstanding” as used in this Agreement
with respect to any securities shall mean securities that are issued and outstanding. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such
extension shall be identical in duration among all the Warrants.


 


3.3.           
Exercise of Warrants.


 


3.3.1.     
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, (if in certificated form, 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 (or, in the case of Warrants held through the Depositary in
uncertificated or book-entry only form, through the applicable procedures of the Depositary), and by paying in full the Warrant
Price for each Class A ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares and the issuance of such Class A
ordinary shares, as follows:


 


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


 




     


     


    

(b)              
in the event of a redemption pursuant to Section ‎6 hereof in which the Company’s board
of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants
on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient
obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (as defined in this subsection ‎3.3.1(b)) over the exercise
price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection ‎3.3.1(b),
the “Fair Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the five
(5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of
the Warrants, pursuant to Section ‎6 hereof;


 


(c)              
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or any
of its Permitted Transferees, by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the
“Fair Market Value” (as defined in this subsection ‎3.3.1(c)) over the exercise price of
the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection ‎3.3.1(c), the “Fair
Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the five (5) trading days
ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the
Warrant Agent; or


 


(d)              
as provided in Section 7.4 hereof.


 


3.3.2.     
Issuance of Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection ‎3.3.1(a)), the
Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number
of full Class A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him,
her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise
of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating
thereto is current, subject to the Company’s satisfying its obligations under Section ‎7.4. No Warrant
shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless
the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A ordinary
shares underlying such Unit. In no event will the Company be required to net cash settle any Warrant. The Company may require


 




     


     


    

holders
of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section ‎7.4. If,
by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in an Class A ordinary shares, the Company shall round down to the
nearest whole number, the number of Class A ordinary shares to be issued to such holder.


 


3.3.3.     
Valid Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this
Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, following the necessary updates
to the Register of Members of the Company, shall be validly issued as fully paid and non-assessable.


 


3.3.4.     
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A ordinary
shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become
the holder of record of such Class A ordinary shares on the date on which the Warrant, or book-entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in
the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of
such Class A ordinary 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% (or
such other amount as a holder may specify) (the “Maximum Percentage”) of the Class A ordinary
shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Class A ordinary shares beneficially owned by such person and its affiliates shall include the number of Class A
ordinary shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Class A ordinary shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including,
without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of
this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of
issued and outstanding Class A ordinary shares, the holder may rely on the number of issued and outstanding Class A ordinary shares as
reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on
Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (the


 




     


     


    

“Transfer
Agent”), setting forth the number of Class A 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 Class A ordinary shares then outstanding. In any case, the number of issued and outstanding Class A ordinary shares shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of issued and outstanding Class A 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.


 


4.             Adjustments.


 


4.1.          Share Capitalizations.


 


4.1.1.      Sub-Divisions.
If after the date hereof, and subject to the provisions of Section ‎4.6 below, the number of issued
and outstanding Class A ordinary shares is increased by a capitalization payable in Class A ordinary shares, or by a
sub-division of Class A ordinary shares or other similar event, then, on the effective date of such share capitalization,
sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering to holders of Class A
ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “Fair Market
Value” (as defined below) shall be deemed a share  capitalization of a number of Class A ordinary shares equal to the
product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights
offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for
Class A ordinary shares, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.


 


4.1.2.     
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 Class A ordinary shares on account of
such Class A ordinary shares (or other securities into which the Warrants are convertible), other than (a) as described in subsection ‎4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary
shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if
the Company does not complete its


 




     


     


    

initial
Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure
of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class
A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection ‎4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section ‎4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


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


 


4.3.           
Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the
Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of Class A 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 Class A ordinary shares so purchasable
immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities
for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective
issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in
good faith by the Board, and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus)
or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor,
the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will


 




     


     


    

be
adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and
the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be
equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.


 


4.4.           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A ordinary
shares (other than a change under Section ‎4.1 or Section ‎4.2 hereof or that solely
affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A ordinary
shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Class A ordinary shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Class A ordinary shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of
the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles
of association or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or
exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as


 




     


     


    

possible
to the adjustments provided for in this Section ‎4. If any reclassification or reorganization also results
in a change in Class A ordinary shares covered by subsection ‎4.1.1, then such adjustment shall be made
pursuant to subsection ‎4.1.1 or Sections ‎4.2, ‎4.3 and this
Section ‎4.4. The provisions of this Section ‎4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.5.           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
or ‎4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant,
at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


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


 


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


 


4.8.           Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section ‎4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section ‎4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section ‎4 and, if they determine
that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall
the Warrants be adjusted pursuant to this Section ‎4.8 as a result of any issuance of securities in connection
with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 




     


     


    

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


 


5.2.           
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 


5.6.           
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer
the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section ‎5.6
shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6.             Redemption.


 


6.1.           
Redemption. Subject to Section ‎6.4 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section ‎6.2
below, at the price of $0.01 per Warrant (the “Redemption Price”), if and only if: (i) the last sales
price of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment in compliance with


 




     


     


    

Section
‎4 hereof) (the “Redemption Trigger Price”), for any twenty (20) trading days within
the thirty (30) trading-day period commencing after the Public Warrants become exercisable and ending on the third trading day
prior to the date on which notice of the redemption is given; and (ii) there is an effective registration statement covering the
Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section ‎6.2 below) or the Company has elected to require the
exercise of the Warrants on a “cashless basis” pursuant to subsection ‎3.3.1.


 


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


 


6.3.           Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection ‎3.3.1(b) 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 that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection ‎3.3.1, the notice of redemption shall contain the information necessary to calculate
the number of Class A ordinary shares to be received upon exercise of the Warrants, including the “Fair Market Value”
(as such term is defined in subsection ‎3.3.1(b) hereof) 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.


 


6.4.           Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in this Section
6 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
to be held by the Sponsor or any of its Permitted Transferees. However, once such Private Placement Warrants are transferred (other
than to Permitted Transferees under Section ‎2.6), the Company may redeem the Private Placement Warrants
pursuant to Section ‎6.1, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section ‎6.3.
Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to
be Private Placement Warrants and shall become Public Warrants under this Agreement.


 


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 general meetings of the
Company or the appointment of directors of the Company or any other matter.


 




     


     


    

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


 


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


 


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


 


7.4.1.     
Registration of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later
than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts
to file with the Commission a registration statement covering the issuance, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Warrants. The Company shall use its reasonable best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Business Combination, holders of the applicable Warrants shall
have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending
upon such registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the Class A ordinary shares issuable upon exercise of the
applicable Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with
Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied
by the excess of the “Fair Market Value” (as defined below) over the exercise price of the Warrants by (y) the Fair
Market Value. Solely for purposes of this subsection ‎7.4.1, “Fair Market Value” shall mean
the volume weighted average price of the Class A ordinary shares as reported during the five (5) trading day period ending on
the third trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants
or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent
shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant,
the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance
with this subsection ‎7.4.1 is not required to be registered under the Securities Act and (ii) the Class
A ordinary shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who
is not an affiliate (as such term is defined in Rule 144 under the


 




     


     


    

Securities
Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. For the avoidance
of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection ‎7.4.1.


 


8.             Concerning the Warrant Agent and Other Matters.


 


8.1.           Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Class A ordinary shares upon the exercise of the Warrants, but
the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such 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 a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by
such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder;
and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments
in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.


 


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 Class A 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 shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


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


 


8.4.          Liability
of Warrant Agent.


 


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


 


8.4.2.     
Indemnity. The Warrant Agent shall be liable hereunder only for its own 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,
out-of-pocket 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 gross negligence, willful misconduct or bad faith.


 


8.4.3.     
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section ‎4 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 Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A
ordinary shares shall, when issued, be valid and fully paid and non-assessable.


 


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 Class A ordinary shares through the
exercise of the Warrants.


 


8.6.          Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
Account.


 


9.             Miscellaneous
Provisions.


 


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


 


9.2.           Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


LIV Capital Acquisition
Corp.





Torre Virreyes, Pedregal
No. 24, Piso 6-601

Col. Molino del Rey

México, CDMX, C.P. 11040


Attention: Chief Financial
Officer


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
Warrant Agent with the Company), as follows:


 


Continental Stock Transfer
& Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


In each case, with copies
to:


 


EarlyBirdCapital, Inc.


 




     


     


    

366 Madison Avenue, 8th
Floor

New York, NY 10017





Attn.: Steven Levine
and Mauro Conijeski





Email:      slevine@ebcap.com





mconijeski@ebcap.com


 


9.3.           
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 


9.4.           
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of
the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


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 such holder’s Warrant for inspection by the Warrant
Agent.


 


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 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 and any amendment to the terms
of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then
outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period pursuant to Sections ‎3.1 and ‎3.2, respectively, without
the consent of the Registered Holders.


 




     


     


    

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


 


Exhibit A Form of Warrant Certificate

Exhibit B Legend


 


[Signature
Page Follows]


 




     


     


    

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


 


	 	LIV CAPITAL ACQUISITION CORP.
	 	 
	 	 
	 	By:	   
	 	 	Name:
	 	 	Title:



 


 

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	 
	 	By: 	   
	 	 	Name:
	 	 	Title:



 


 





[Signature
Page - Warrant Agreement]










 



     


     


    







EXHIBIT
A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

LIV CAPITAL ACQUISITION CORP.

Incorporated Under the Laws of the Cayman Islands


 


CUSIP [·]


 


Warrant
Certificate


 


This Warrant Certificate
certifies that                            , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Class A
ordinary shares”), of LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable Class A ordinary shares as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or
through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable
for one fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the
Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the
Warrant holder. The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price per
one Class A ordinary share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.


 


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


 


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


 




     


     


    

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


 


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


 


	 	LIV CAPITAL ACQUISITION CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 


 



     


     


    

[Form
of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this
Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary
shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2019 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 




     


     


    

Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


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


 


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


 


[Signature
Page Follows]


 




     


     


    

Date:                       , 20


 


 


	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification
    Number)







 





 


	 	 
	Signature Guaranteed:	 
	 	 
	 	 
	 	 


THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED).


 




     


     


    

EXHIBIT
B


 


LEGEND


 


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


 


SECURITIES
EVIDENCED HEREBY AND CLASS A 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.”


 


NO.                       WARRANT