Exhibit
4.1


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of December 19, 2022 between AlphaVest Acquisition Corp, a Cayman
Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as rights agent (the “Rights Agent”).


 


WHEREAS,
the Company has received a firm commitment from EarlyBirdCapital, Inc., as the representative of the several underwriters (the “Representative”),
to purchase up to an aggregate of 25,000 private units (or up to 27,596 private units if the over-allotment option is exercised in full),
in a private placement transaction to occur simultaneously with the consummation of the Company’s initial public offering (the
“Public Offering”), with each unit (“Unit”) comprised of one ordinary share of the
Company, par value $0.0001 per share (the “Shares”), and one right to receive one-tenth (1/10) of one Share
(the “Rights”);


 


WHEREAS,
the Company has received a firm commitment from AlphaVest Holding LP, a Delaware limited partnership (the “Sponsor”),
to purchase up to an aggregate of 365,000 private units (or up to 402,904 private units if the over-allotment option is exercised in
full) in a private placement transaction to occur simultaneously with the consummation of the Public Offering, with each Unit comprised
of one Share and one Right;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form
S-1 (File No. 333-268188) (“Registration Statement”), for the registration, under the Securities Act of 1933,
as amended (“Act”), of, among other securities, the Units, Shares and Rights issuable in the Public Offering;


 


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;


 


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 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 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 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 90th day after the date hereof unless the Representative informs the
                                            Company of its decision to allow earlier separate trading, but in no event will separate
                                            trading of the securities comprising the Units begin until (i) the Company files 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 over-allotment option, if the over- allotment option is
                                            exercised on the date hereof, and (ii) the Company issues a press release and files a Current
                                            Report on Form 8-K 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 Share upon the happening
                                            of the Exchange Event (described below). Subject to Section 3.3.1 below with respect to the
                                            registered holders of Rights, in the event that the Company is not the surviving entity immediately
                                            following the Exchange Event, holders of Rights shall be entitled to automatically receive
                                            the kind and amount of securities or properties of the surviving entity as the holders of
                                            each one-tenth of one Share is entitled to receive in the Exchange Event. No additional consideration
                                            shall be paid by a holder of Rights in order to receive his, her or its Share upon the Exchange
                                            Event as the purchase price for such 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
                                            Shares.



 




    	 



    	 



    

 


		3.2.	Exchange
                                            Event. The Exchange Event shall be the Company’s consummation of an initial Business
                                            Combination (as defined in the Company’s Amended and Restated Memorandum and Articles
                                            of Association, as the same may be amended from time to time (“Amended and Restated
                                            Memorandum”)).



 


		3.3.	Exchange
                                            of Rights.



 


		3.3.1.	Issuance
                                            of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company
                                            shall direct registered holders of the Rights to return their Right Certificates to the Rights
                                            Agent subject to dissenter rights as provided in the applicable law if any in the event that
                                            the Company is not the surviving entity in a Business Combination. Upon receipt of a valid
                                            Right Certificate, the Company shall issue to the registered holder of such Right(s) a certificate
                                            or certificates for the number of full Shares to which he, she or it is entitled, registered
                                            in such name or names as may be directed by him, her or it. 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. At the time of the Exchange Event, the Company will instruct the
                                            Rights Agent to round down to the nearest whole Share or otherwise inform it how fractional
                                            shares will be addressed in accordance with Cayman Islands law as the same may be amended
                                            from time to time.



 


		3.3.2.	Valid
                                            Issuance. All Shares issued upon an Exchange Event in conformity with this Agreement shall
                                            be validly issued, fully paid and nonassessable.



 


		3.3.3.	Date
                                            of Issuance. Each person in whose name any such certificate for 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.



 


		3.3.4.	Company
                                            Not Surviving Following Exchange Event. If the Exchange Event results in the Company not
                                            continuing as a publicly held reporting entity, the definitive agreement will provide for
                                            the holders of Rights to receive the same per share consideration as the holders of the Shares
                                            will receive in with the Exchange Event, for the number of shares such holder is entitled
                                            to pursuant to Section 3.3.1 above.



 


		3.4.	Duration
                                            of Rights. If the Exchange Event does not occur within the time period set forth in the Amended
                                            and Restated Memorandum, 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, 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
                                            whether the new Rights must also bear a restrictive legend.



 


		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.	Adjustments
                                            to Conversion Ratios. The number of Shares that the holders of Rights are entitled to receive
                                            as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect
                                            appropriately the effect of any stock split, stock dividend, reorganization, recapitalization,
                                            reclassification, combination, exchange of stock or other like change with respect to Shares
                                            occurring on or after the date hereof and prior to the Exchange Event.



 


		4.6.	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 Stockholder. Until exchange of a Right for Shares as provided for herein, a Right
                                            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.



 


		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 Shares. The Company shall at all times reserve and keep available a number of its authorized
                                            but unissued 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
                                            the 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 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 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, 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 Shares to be issued
                                            pursuant to this Agreement or any Right or as to whether any 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. This section shall survive any termination
                                            of this Agreement.



 




    	 



    	 



    

 


	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:



 


AlphaVest
Acquisition Corp.


420
Lexington Ave, Suite 2446


New
York, NY 10170


Attn:
David Yan


Email:
davidyan6888@yahoo.com


 


and


 


Winston
& Strawn LLP


800
Capitol St. Suite 2400


Houston,
Texas 77002


Attn:
Michael J. Blankenship, Esq.


Email:
MBlankenship@winston.com


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Compliance Department


Email:
compliance@continentalstock.com


 


and


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, New York 10017


Attn:
General Counsel


 


and


 


Graubard
Miller


405
Lexington Avenue, 11th Floor


New
York, NY 10174


Attn:
David A. Miller and Jeffrey M. Gallant


Email:
DMiller@graubard.com and JGallant@Graubard.com


 




    	 



    	 



    

 


		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. 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 3.1, 3.2, 7.4 and 7.8 hereof, the
                                            Representative, any right, remedy, or claim under or by reason of this Agreement or of any
                                            covenant, condition, stipulation, promise, or agreement hereof. the Representative shall
                                            be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1,
                                            3.2, 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 the Representative with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their
                                            successors and assigns and of the registered holders of the Rights.






 


		7.5.	Examination
                                            of this 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 the Representative.



 


		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.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST
	 	COMPANY,
    as Trustee
	 	 	 
	 	By:	/s/
    Erika Young
	 	Name:	Erika
    Young
	 	Title:	Vice
    President
	 	 	 
	 	ALPHAVEST
    ACQUISITION CORP
	 	 	 
	 	By:	/s/
    Yong (David) Yan
	 	Name:
    	Yong
    (David) Yan
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Rights Agreement- AlphaVest Acquisition Corp]


 




    	 



    	 



    

 


EXHIBIT
A


 


Form
of Right


 


	NUMBER	SPECIMEN
    RIGHT CERTIFICATE


 


ALPHAVEST
ACQUISITION CORP


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS 

RIGHT


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
[●]


 


THIS
CERTIFIES THAT, for value received


 


is
the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary
share, $0.0001 par value (the “Ordinary Share”), of AlphaVest Acquisition Corp (the “Company”)
for each Right evidenced by this Right Certificate on the Company’s completion of an initial business combination (as defined in
the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of this
Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights
Agent. In no event will the Company be required to net cash settle any Right.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in
the Company’s Amended and Restated Memorandum and Articles of Association, the Right shall expire and be worthless. The holder
of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional
share upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner
(as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a shareholder of the Company.


 


Dated:


 


	 	 	 
	CHAIRMAN	 	CHIEF
    FINANCIAL OFFICER
	 	 	 
	 	 	 
	Continental
    Stock Transfer & Trust Company, as Rights Agent	 	 


 




    	 



    	 



    

 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN
    COM	—	as
                                            tenants in

    common
	UNIF
    GIFT MIN ACT	—	_____________Custodian

    _____________

	 	 	 	 	(Cust)	(Minor)
	TEN
    ENT	—	as
    tenants by the entireties	 	 	 	 
	 	 	 	 	under
    Uniform Gifts to Minors Act
	 	 	 	 	 
	
	JT
    TEN	—	as
                                            joint tenants with right of

    survivorship
    and not as tenants in common
	(State)



 


Additional
Abbreviations may also be used though not in the above list.


 




    	 



    	 



    

 


AlphaVest
Acquisition Corp


 


The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the
provisions of the memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing
for the issue of Ordinary Shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this
certificate by acceptance hereof assents.


 


For
value received, _______________________ hereby sell, assign and transfer unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


 


IDENTIFYING
NUMBER OF ASSIGNEE


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


	 	 
	Rights
    represented by the within Certificate, and do hereby irrevocably constitute and appoint	 
	 	 
	 	 
	Attorney
    to transfer said rights on the books of the within named Company will full power of substitution in the premises.	 


 


Dated
__________________


 


	 	 	 
	 	Notice:	The
                                            signature to this assignment must correspond with the name as written upon the face of the
                                            certificate in every particular, without alteration or enlargement or any change whatever.

	 	 	 
	Signature(s)
    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).	 	 


 








The
holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as
defined in the Prospectus).