Exhibit 4.4


 


WARRANT AGREEMENT


between


DISTOKEN ACQUISITION CORPORATION


and


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2022, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS, on [●], 2022 the Company entered
into that certain Sponsor Units Purchase Agreement with Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 500,000 units (or up to 545,000 units if the Over-allotment Option (as
defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing
of the Offering (and any closing of the Over-allotment Option, if applicable) (the “Private Placement Units”)
at a purchase price of $10.00 per Private Placement Unit, and in connection therewith, will issue and deliver up to an aggregate of 500,000
warrants (or up to 545,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as
defined below) is exercised in full) bearing the legend set forth in Exhibit B hereto. Each Private Unit will consist of
one Private Share, one right (“Private Placement Rights”) and one redeemable warrant (“Private
Placement Warrants”). Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary
share (as defined below) at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Each Private
Placement Right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon the consummation of an initial
business combination; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the
Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Private Placement Units, including
150,000 warrants (the “Working Capital Warrants”) at a price of $10.00 per Private Placement Unit; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities (the “Units”),
each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary
shares”), one right that entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon
the Company’s Business Combination (the “Public Right” and, together with the Private Placement Rights,
the “Rights”) and one warrant (the “Public Warrants” and, together with the Private
Placement Warrants and Working Capital Warrants, the “Warrants”), and, in connection therewith, has determined
to issue and deliver up to 5,000,000 Public Warrants (including up to 750,000 Public Warrants subject to the Over-allotment Option) to
public investors in the Offering. Each Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment, terms and limitations as described herein; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-248822
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants, the
Public Rights and the Class A ordinary shares included in the Units; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; andWHEREAS, the Company desires to provide for the form and provisions of the Warrants,
the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company,
the Warrant Agent and the holders of the Warrants; and


 


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


 


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


 


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


 






     


     


    

 


2. Warrants.


 


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


 


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


 


2.3. Registration.


 


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


 


If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have
the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to
the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


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


 


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


 


2.4. Detachability of Warrants. The Class A
ordinary shares and Public Warrants comprising the Units shall begin separate trading on the 90th day following the date of the Prospectus
or, if such 90th day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such
date, or earlier (the “Detachment Date”) with the consent of I-Bankers Securities, Inc., but in no event
shall the Class A ordinary shares, the Public Rights and the Public Warrants comprising the Units be separately traded until (A) the
Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by
the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release announcing when such separate
trading shall begin.


 


2.5. [reserved]


 


2.6. Private Placement Warrants and Working Capital
Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that the
Private Placement Warrants and Working Capital Warrants, including the Class A ordinary shares issuable upon exercise of the Private
Placement Warrants and Working Capital Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion
by the Company of an initial Business Combination; provided that, the Private Placement Warrants and Working Capital Warrants and any
Class A ordinary shares held by the initial shareholders or any of their Permitted Transferees (as defined below) that are issued
upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred, assigned or sold by the holders
thereof:


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant Price. Each Warrant (if in certificated
form, when countersigned by the Warrant Agent), shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Class A ordinary shares stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of
Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Class A ordinary shares may
be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to
the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided that the Company shall provide
at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any
such reduction shall be identical among all of the Warrants.


 


3.2. Duration of Warrants. A Warrant may
be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days
after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
and terminating at 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the
date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the
Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete
a Business Combination, or (z) the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to
the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof),
each outstanding 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 term “outstanding”
as used in this Agreement with respect to any securities shall mean securities that are issued and outstanding. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at
least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.


 






     


     


    

 


3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant, (if in certificated form, when countersigned by the Warrant Agent), may be exercised by
the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed (or,
in the case of Warrants held through the Depositary in uncertificated or book-entry only form, through the applicable procedures of the
Depositary), and by paying in full the Warrant Price for each Class A ordinary share as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary
shares and the issuance of such Class A ordinary shares, as follows:


 


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



 


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



 


		(c)	as provided in Section 7.4
                                            hereof.



 


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


 


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


 






     


     


    

 


3.3.4. Date of Issuance. Each person in
whose name any book-entry position or certificate, as applicable, for Class A ordinary shares is issued and who is registered in
the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Class A ordinary
shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date
of such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed,
such person shall be deemed to have become the holder of such Class A ordinary shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.


 


3.3.5. Maximum Percentage. A holder of
a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If
the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount
as a holder may specify) (the “Maximum Percentage”) of the Class A ordinary shares outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A ordinary shares beneficially
owned by such person and its affiliates shall include the number of Class A ordinary shares issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude Class A ordinary shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of issued and outstanding Class A ordinary shares, the holder may rely on the number of issued and outstanding Class A
ordinary shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q,
current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent
(the “Transfer Agent”), setting forth the number of Class A ordinary shares outstanding. For any reason
at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally
and in writing to such holder the number of Class A ordinary shares then outstanding. In any case, the number of issued and outstanding
Class A ordinary shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company
by the holder and its affiliates since the date as of which such number of issued and outstanding Class A ordinary shares was reported.
By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Share Capitalizations.


 


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


 






     


     


    

 


4.1.2. Extraordinary Dividends. If the
Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into
which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends
(as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed
initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the
substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial
Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of
the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Board, in good faith) of any securities or other assets paid on each Class A ordinary shares in respect
of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means
any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4
and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A
ordinary shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).
Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend
of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day
period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after
the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all
cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50
and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination,
there were 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.


 


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


 


4.3. Adjustments in Exercise Price. Whenever
the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination
at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by the Board, and in the case of any such issuance to the Sponsor, the initial shareholders (as
defined in the Prospectus) or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus)
held by the Sponsor, the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business
Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to
the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00
per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180%
of the greater of: (i) the Market Value and (ii) the Newly Issued Price.


 






     


     


    

 


4.4. Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the issued and outstanding Class A ordinary shares (other than a change
under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Class A ordinary shares),
or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event. If any reclassification or reorganization also results in a change in Class A ordinary shares covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant.


 


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


 


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


 


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


 


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


 






     


     


    

 


5. Transfer and Exchange of Warrants.


 


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


 


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


 


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


 


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


 


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


 


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


 


6. Redemption.


 


6.1. Redemption. Not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below,
at the price of $0.01 per Warrant (the “Redemption Price”), if and only if: (i) the last sales price of
the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4
hereof) (the “Redemption Trigger Price”), for any twenty (20) trading days within the thirty (30) trading-day
period commencing after the Public Warrants become exercisable and ending on the third trading day prior to the date on which notice
of the redemption is given; and (ii) there is an effective registration statement covering the Class A ordinary shares issuable
upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined
in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to subsection 3.3.1.


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


7.4.1. Registration of the Class A Ordinary
Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of
its initial Business Combination, it shall use its reasonable best efforts to file with the Commission a registration statement covering
the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company shall
use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the applicable Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the
Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the Class A ordinary shares issuable
upon exercise of the applicable Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in
accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the exercise price of the Warrants
by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the
volume weighted average price of the Class A ordinary shares as reported during the five (5) trading day period ending on the
third trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be
conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company
shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the Class A ordinary shares issued upon such exercise
shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.
Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have
expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
subsection 7.4.1.


 






     


     


    

 


7.4.2 Cashless Exercise at Company’s
Option. If the Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, (i) require holders of Warrants to exercise their Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects,
the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary,
and (y) use its commercially reasonable efforts to register or qualify for sale the Class A ordinary shares issuable upon exercise
of the Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.


 


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


 


8.2. Resignation, Consolidation, or Merger of
Warrant Agent.


 


8.2.1. Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its
Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in
good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes
necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully
and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.


 


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


 


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


 


8.3. Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4. Liability of Warrant Agent.


 


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


 






     


     


    

 


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


 


8.4.3. Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Class A ordinary shares to be issued pursuant to this Agreement or any
Warrant or as to whether any Class A ordinary shares shall, when issued, be valid and fully paid and non-assessable.


 


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


 


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


 


9. Miscellaneous Provisions.


 


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


 


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


 


Distoken Acquisition Corporation


Unit 1006, Block C, Jinshangjun Park


No. 2 Xiaoba Road, Panlong District


Kunming, Yunnan, China


Attention: Chief Financial Officer


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


In each case, with copies to:


 


I-Bankers Securities, Inc.


535
5th Ave., 4th Floor


New York, NY 10017


Attn: Mike McCrory


Email: [_________]


 






     


     


    

 


9.3. Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder.


 


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


 


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


 


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


 


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


 


9.8. Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity or 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 adding or changing any other provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period and any amendment to the terms that adversely affects the interests of the Registered Holders of
Warrants, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding Warrants. All adjustments
made pursuant to this Agreement shall be made equally to all outstanding Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the Registered Holders.


 


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


 


Exhibit A Form of Warrant Certificate

Exhibit B Legend


 


[Signature Page Follows]


 






     


     


    

 


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


 


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


 


[Signature Page - Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


[FACE]


 


Number


 


WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

DISTOKEN ACQUISITION CORPORATION

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G27740 102


 


Warrant Certificate


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
Class A ordinary shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2022 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 


Date: , 20


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification
    Number)
	 	 
	Signature
    Guaranteed:	 
	 	 
	 	 


 


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


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


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


 


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