Exhibit 4.5


 


RIGHTS AGREEMENT


 


This Rights Agreement
(this “Agreement”) is made as of [       ], 2023 between Distoken Acquisition Corporation,
a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road,
Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).


 


WHEREAS, the Company has received binding commitments from its sponsor
(as defined in the Registration Statement) to purchase up to 545,000 units, each unit (“Unit”) comprised of one Class A ordinary
share with par value $0.0001 per share in the Company (“Class A Ordinary Share”), one warrant to purchase one Class A Ordinary
Share (“Warrant”) and one right to receive one-tenth of one Ordinary Share, subject to adjustment, upon the happening of the
triggering event described herein (“Right”), and in connection therewith, will issue and deliver up to an aggregate of 545,000
Rights as part of such Units upon consummation of such private placement (the “Private Offering”); and


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver up to 5,450,000
Rights to the public investors; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 248822
(“Registration Statement”), and related Prospectus (“Prospectus”) for the registration, under the Securities
Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Class A Ordinary Shares issuable to
the holders of the Rights; and


 


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


 


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


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights 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 Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2.            Rights.


 


2.1.         Form
of Right. Each Right 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 or Chief
Executive Officer and the 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 Right shall have ceased to serve in the capacity in which such person signed
the Right before such Right 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.         Effect
of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid
and of no effect and may not be exchanged for Class A Ordinary Shares.


 






     


     


    

 


2.3.         Registration.


 





2.3.1.          Right
Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and
the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register
the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Rights Agent by the Company.


 


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


 


2.4.          Detachability
of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the earlier to
occur of: (i) the 90th day following the date of the Prospectus or (ii) the announcement by I-Bankers Securities, Inc., as
representative of the underwriters in the Public Offering, of its intention to allow separate earlier trading, except that in no
event will the securities comprising the Units be separately tradeable until the Company files a Current Report on Form 8-K with the
SEC 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 over-allotment option, if the over-allotment option is
exercised by the date thereof and the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing
when such separate trading shall begin.


 


3.            Terms
and Exchange of Rights


 


3.1.         Rights.
Each Right shall entitle the holder thereof to receive one-tenth of one Class A Ordinary Share upon the happening of an Exchange
Event (defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Class
A Ordinary Shares upon an Exchange Event as the purchase price for such Class A Ordinary Shares has been included in the purchase
price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 


3.2.         Exchange
Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination
(as defined in the Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3.         Exchange
of Rights.


 


3.3.1.          Issuance
of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the
Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue
to the registered holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered in
such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position
for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will
the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In
the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange
Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by
the Company's Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such
fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles,
which would include the rounding down of any entitlement to receive Ordinary Shares to the nearest whole share (and in effect extinguishing
any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being
issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled
to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation
being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than
the value that the holder would otherwise expect to receive.


 






     


     


    

 





3.3.2.          Valid
Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company shall be validly issued, fully paid and nonassessable.


 


3.3.3.          Date
of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the
date of delivery of such certificate or entry of position.


 


3.3.4           Company
Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held
reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the
holders of the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to
Section 3.3.1 above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder
of a Right will be required to affirmatively convert his/her or its rights in order to receive the 1/10 share underlying each right
(without paying any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will
be required to indicate his, her or its election to convert the Rights into underlying shares as well as to return the original
certificates evidencing the Rights to the Company.


 


3.5          Duration
of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4.            Transfer
and Exchange of Rights.


 


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


 


4.2.         Procedure
for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of
the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right
surrendered for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights
Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating no restrictive legend is required.


 


4.3.         Fractional
Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a Right Certificate for a fraction of a Right.


 


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


 


4.5.         Right
Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever
required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose. 


  


5.           Other
Provisions Relating to Rights of Holders of Rights.


 


5.1.         No
Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the
registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as
shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter. 


 






     


     


    

 


5.2.         Lost,
Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights 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
Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


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


 


6.             Concerning
the Rights Agent and Other Matters.


 


6.1.         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
Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be
obligated to pay any transfer taxes in respect of the Rights or such Ordinary Shares.


 


6.2.         Resignation,
Consolidation, or Merger of Rights Agent.


 


6.2.1.          Appointment
of Successor Rights Agent. The Rights 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 Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right
(who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the
Company’s cost. Any successor Rights 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 Rights Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority,
powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights 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 Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 






     


     


    

 


6.3.         Fees
and Expenses of Rights Agent.


 





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


 


6.3.2.          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 Rights Agent for
the carrying out or performing of the provisions of this Agreement.


 


6.4.         Liability
of Rights Agent.


 


6.4.1.          Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights 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 or Chief Financial Officer and delivered to the Rights
Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


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


 


6.4.3.          Exclusions.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Right (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 Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


6.5.         Acceptance
of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth.


 


6.6          Waiver.
The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


7.             Miscellaneous
Provisions.


 


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


 


7.2.         Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right
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 days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Rights Agent), as follows:


 


Distoken Acquisition Corporation


Unit 1006, Block C, Jinshangjun
Park


No. 2 Xiaoba Road, Panlong District


Kunming, Yunnan, China





Attn: Jian Zhang, Chief Executive
Officer


 






     


     


    

 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights 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 Rights Agent with the
Company), as follows:


 


Continental Stock Transfer &
Trust Company


One State Street, 30th
Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


Ellenoff Grossman & Schole,
LLP


1345 Avenue of the Americas,


New York, NY 10105


Attn: Richard I. Anslow, Esq.


 


and


 


Graubard Miller


405 Lexington Avenue,
11th Floor


New York, New York 10174


Attn: David Alan Miller, Esq.
and Jeffrey M. Gallant, Esq.


 


and


 


Maples and Calder


PO Box 309, Ugland House


Grand Cayman


KY1-1104


Cayman Islands


Attn: Michael Jones and Michael Lockwood


 


and


 


I-Bankers Securities, Inc.


535 5th Ave., 4th Floor


New York, NY 10017


Attn: Mike McCrory


 


7.3.         Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Rights 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. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise
acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section
7.3. 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 right holder, such right 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 right holder in any such enforcement action by service
upon such right holder’s counsel in the foreign action as agent for such right holder.


 


Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 






     


     


    

 


7.4.         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 Rights and, for the purposes of Sections 7.4 and 7.8 hereof, I-Bankers, any right, remedy, or claim under or
by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. I-Bankers shall be deemed to be
a third-party beneficiary of this Agreement with respect to Sections 7.4 and 7.8 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 I-Bankers with respect
to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this
Section 7.4 may not be modified, amended or deleted without the prior written consent of I-Bankers.


 


7.5.         Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent
in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent
may require any such holder to submit his, her or its Right for inspection by it.


 


7.6.         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.


 


7.7.         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.


 


7.8          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 of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote
of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended
or deleted without the prior written consent of I-Bankers.


 


7.9          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.


 


[Signature Page Follows]


 









     


     


    

 


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


 


	 	DISTOKEN ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  Jian Zhang
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Right Agreement]