Exhibit 4.5


 





WARRANT
AGREEMENT


 


This agreement (“Agreement”)
is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164
(“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices
at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein
as the “Transfer Agent”).


 


WHEREAS, the Company is engaged
in a public offering (“Public Offering”) of up to 10,000,000 units (including up to 1,500,000 units subject to the
Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised of one share of Class A
common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant (“Public
Warrants”), where each warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per
share, subject to adjustment as described herein, and one right to receive one-tenth (1/10) of one share of Class A Common Stock
("Public Rights"); and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-l, File No. 333-261765
(“Registration Statement”), and a prospectus (the “Prospectus”) for the registration, under the
Securities Act of 1933, as amended (“Act”), of the Public Units, the Public Warrants, the Public Rights, the representative
shares ("Representative Shares"), and the Class A Common Stock included in the Public Units, Public Warrants and Public
Rights; and


 


WHEREAS, RF Dynamic LLC (the
 “Sponsor”) and EarlyBirdCapital, Inc. ("EarlyBirdCapital") have agreed that they or, in the case
of EarlyBirdCapital, their designees, will purchase up to an aggregate of 4,550,000 warrants (including up to 450,000 warrants subject
to the Over-allotment Option) (“Private Placement Warrants”) at a price of $1.00 per warrant, consisting of 4,050,000
warrants by the Sponsor (or 4,450,500 warrants if the Over-allotment Option is exercised) and 500,000 warrants by EarlyBirdCapital (and/or
its designees) (or 549,500 warrants if the Over-allotment Option is exercised); and


 


WHEREAS, following consummation
of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the Public
Warrants and Private Placement 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 and the Chief Financial Officer, 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 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.


 


2.5.            Detachability
of Warrants. The securities comprising the Public Units will not be separately transferable until the 90th day following the date
of the Prospectus or, if such 90th day is not on a day, other than 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 with the consent of EarlyBirdCapital, Inc. (the “Representative”), but in no event will
the Representative allow separate trading of the securities comprising the Public Units until (i) the Company has filed a Current
Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public
Offering (the “Over-allotment Option”) if the Over-allotment Option is exercised prior to the filing of the Form 8-K,
and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment Date”);
provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.


 



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2.6.            Private
Placement Warrant Attributes. The Private Placement Warrants will be issued in the same form as the Public Warrants.


 


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.


 


3.            Terms
and Exercise of Warrants


 


3.1.            Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle
the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of shares of Class A Common Stock 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 refers
to the price per share at which the shares of Class A Common Stock may be purchased at the time a Warrant is exercised.


 


3.2.            Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after 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 thirty (30) 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.


 


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 full share of Class A Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Common
Stock and the issuance of such shares of Class A Common Stock, as follows:


 






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(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 redemption pursuant to Section 6 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 shares of Class A
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock 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 a share of Class A Common Stock 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 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 sixty (60)
Business Days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Class A
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock
underlying the Warrants, multiplied by the difference between the Warrant Price 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(d), the “Fair Market Value”
shall mean the average reported last sale price of a share of Class A Common Stock for the five (5) trading days ending on
the trading day prior to the date of exercise.


 


3.3.2.            Issuance
of Shares of Class A Common Stock. 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 shares of Class A Common Stock to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new 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 shares of Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock 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 Public Warrants shall have paid the full purchase price
for the Unit solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise would be unlawful.


 


3.3.3.            Valid
Issuance. All shares of Class A Common Stock 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 shares of Class A Common Stock 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.


 






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3.3.5.            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 4.9% or 9.8%
(as specified by the holder) (the “Maximum Percentage”) of the shares of Class A Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock
beneficially owned by such person and its affiliates shall include the number of shares of Class A Common Stock issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Class A Common
Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of outstanding shares of Class A Common Stock, the holder may rely on the number of outstanding shares of Class A Common
Stock as reflected in(l) 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 shares of Class A Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days,
confirm orally and in writing to such holder the number of shares of Class A Common Stock then outstanding. In any case, the number
of outstanding shares of Class A Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Class A Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 


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
shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split up
of shares of Class A Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar
event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares of Class A Common Stock.


 


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


 






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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 shares of Class A Common Stock 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 shareholders 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 shares of Class A Common Stock 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 shareholders 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 shares of Class A Common Stock 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 shares of Class A Common Stock in connection with a proposed
initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (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 shares of Class A Common Stock 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 total shares outstanding of 100,000,000 and the Company paid a $1.00
dividend to 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.


 


4.4.            Adjustments
in Exercise Price. Whenever the number of shares of Class A Common Stock 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 shares of Class A Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Class A Common Stock so purchasable immediately thereafter.


 






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4.5.            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Class A
Common Stock (other than a change covered by Section 4.1,4.2 or 4.3 hereof or that solely affects the par value of the shares of
Class A Common Stock), 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 shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the 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 shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of Class A Common 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 shares of Class A Common Stock 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.


 


4.6.            Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares
of Class A Common Stock 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 Sponsor, the initial stockholders or their affiliates, without taking into account any shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) issued prior to the Public
Offering and held by the Sponsor, the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (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 Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value and (ii) Newly Issued Price,
and the Redemption Trigger Price (as defined below) 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. Solely for purposes of this Section 4.6, the “Market Value”
shall mean the volume weighted average trading price of the shares of Class A Common Stock during the twenty (20) trading day period
starting on the trading day after the day on which we consummate our 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 up to the nearest whole number of shares of Class A Common Stock 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.


 


4.11.            No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Common Stock into shares of Class A Common Stock or the conversion of the shares of Class B
Common Stock into shares of Class A Common Stock, in each case, pursuant to the Company’s Amended and Restated Certificate
of Incorporation, as further amended from time to time.


 


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, except as part of the Units.


 






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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
Placement Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until after the consummation by
the Company of an initial Business Combination, except for transfers (a) to our officers or directors, any affiliates or family members
of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor; (b) in the case of an individual,
by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member
of one of the individual’s immediate family, 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 an initial
business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our
liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s
limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock
exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares
of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however,
that in the case of clauses (a) through (e) or (g) these permitted transferees (each, a "Permitted Transferee")
must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter
agreements and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting,
the trust account and liquidation distributions described elsewhere in this prospectus).


 


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 last sales price of the shares of Class A Common Stock equals or exceeds $18.00 per share (subject
to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger Price”) on each of twenty (20) trading
days within any thirty (30) trading day period commencing after the Warrants become exercisable and 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 shares
of Class A Common Stock 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 Public Warrants become redeemable by us, we may exercise our redemption right even if
we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 



    9


     


    




 


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 Public 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 Public 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 shares of Class A Common Stock 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 Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders 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 Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Class A Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 






    10


     


    

 


7.4.            Registration
of Shares of Class A Common Stock. The Company agrees that as soon as practicable, but in no event later than 15 Business Days,
after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for
the registration, under the Act, of the shares of Class A Common Stock 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 shares of Class A Common Stock 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 until the expiration of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the
closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Class A
Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance
with Section 3.3.1(d). 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 shares of Class A Common Stock 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 EarlyBirdCapital.


 


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 shares of Class A Common Stock upon the exercise of 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 the 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.


 


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 shares of Class A Common Stock not later than the effective date of any
such appointment.


 






    11


     


    

 



 


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, Chief Financial Officer, Chief Operating Officer, President, 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
gross negligence or intentional misconduct.


 


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 shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any
shares of Class A Common Stock 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 shares of Class A
Common Stock through the exercise of Warrants.


 






    12


     


    

 


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:


 


RF Acquisition Corp.


111 Somerset, #05-06


Singapore 238164


Attention: Tse Meng Ng


 


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 days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Winston & Strawn LLP


800 Capitol Street, Suite 2400


Houston, TX 77002


Attn: Michael J. Blankenship 


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Mitchell S. Nussbaum and
Giovanni Caruso


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, NY 10017


Attn: Steven Levine


 


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.


 






    13


     


    

  


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 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 EarlyBirdCapital with respect to Sections 7.4, 9.4, 9.8 hereof) 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 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.


 






    14


     


    

 


9.8.          Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) 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 (ii) 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, shorten the Exercise Period, or make any changes that adversely affect the interests
of the registered holders of Public Warrants, shall require the written consent or vote of the registered holders of at least 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. The provisions of this
Section 9.8 may not be modified, amended, or deleted without the prior written consent of EarlyBirdCapital.


  


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.


 


Exhibit A - Form of Warrant Certificate


 


[Signature
Page Follows]


 






    15


     


    

  


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	 	RF ACQUISITION CORP.




 


		By:	
	 	 	Name:
	 	 	Title:







 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent




 


		By:	
	 	 	Name:
	 	 	Title:



 






     

     


    

 


EXHIBIT A


 


FORM OF
WARRANT CERTIFICATE


 


[See attached]


 






     

     


    

 


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


RF Acquisition
corp.


 




Incorporated Under the Laws of The State of Delaware


 


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 shares of Class A common
stock, $0.0001 par value per share (“Class A Common Stock”), of RF Acquisition Corp., a Delaware corporation
(the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock
as set forth below, at the exercise price (the “Warrant 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 Warrant Price at the office or agency of the Warrant Agent
referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Class A Common Stock. 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 share of Class A
Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock
to be issued to the Warrant holder. The number of shares of Class A Common Stock issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


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


 


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


 






     

     


    

 


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.


 


	 	RF 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 shares of Class A
Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2022 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a federally chartered trust company,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, 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 Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


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


 


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


 


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


 






     


     


    

 


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


  


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


 


Election to Purchase

(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 or 6.2 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Class A Common
Stock 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(b) of
the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(b) 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 shares
of Class A Common Stock 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 shares of Class A
Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Class A Common Stock. If said number of shares of Class A Common Stock is less than all of the shares of
Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of _______, whose
address is _______ and that such Warrant Certificate be delivered to _______, whose address is _______.


  


[Signature Page Follows]


 






     


     


    

  


	Date: ______________, 20_______	 	
	 	 	Signature
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	
	 	 	 




 


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


 






     


     


    

 


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, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE WARRANT AGREEMENT BY AND AMONG RF ACQUISITION CORP. (THE “COMPANY”) AND THE OTHER
PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) 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
CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A
REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”