Exhibit
4.1


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of December 30, 2022 between AlphaTime Acquisition Corp, a Cayman
Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a limited purpose
trust company, as rights agent (the “Rights Agent”).


 


WHEREAS,
the Company has received a firm commitment from Alphamade Holding LP, a Delaware limited liability company (the “Sponsor”),
to purchase up to an aggregate of 370,500 private units (or up to 409,200 private units if the over-allotment option is exercised in
full or in part) 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 $0.001 per share (the “Shares”), one redeemable warrant and one right to receive
one-tenth (1/10) of one Share (the “Rights”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form
S-1 (File No. 333-268696) (“Registration Statement”), for the registration, under the Securities Act of 1933,
as amended (“Act”), of, among other securities, the Rights and the Shares 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).


 


 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.


 




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3.4. Duration
of Rights. If the Exchange Event does not occur within 9 months from the closing of the Public Offering (or up to 18 months from
the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in the
Registration Statement), and such Business Combination has not yet been consummated within the applicable time period, 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.


 




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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.


 




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 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.


 


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:


 


AlphaTime
Acquisition Corp.


500 5th Avenue, Suite 938


New York, NY 10110


Tel:
(347) 627-0058


 


and


 


Winston
& Strawn LLP


800
Capitol Street, Suite 2400


Houston,
Texas 77002


Attn:
Michael J. Blankenship, Esq.


Email: MBlankenship@winston.com


 




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and


 


American
Stock Transfer & Trust Company


6201 12th Avenue


Brooklyn,
New York 10004


Attn: Michelle McLean


Email:
Mmclean@astfinancial.com


 


and


 


Chardan
Capital Markets LLC


17 State Street, 21st Floor


New York, NY 10004


Attn:
Elliot Gnedy


Email:
EGnedy@Chardan.com


 


and


 


Greenberg
Traurig, LLP


1750
Tysons Boulevard, Suite 1000


McLean,
Virginia 22102


Attn: Jason T. Simon


Simonj@GTlaw.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]


 




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


 


	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, as Rights Agent
	 	 
	 	By:
    	/s/
    Michael Legregin
	 	Name:	Michael
    Legregin
	 	Title:	SVP
	 	 	 
	 	ALPHATIME ACQUISITION CORP
	 	 	 
	 	By:
    	/s/
    Dajiang Guo
	 	Name:	Dajiang
    Guo
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Rights Agreement- AlphaTime Acquisition Corp]


 




    	 



    	 



    

 


EXHIBIT
A


 


Form
of Right


 




    	 



    	 



    




 


	NUMBER		SPECIMEN
    RIGHT CERTIFICATE 



 





ALPHATIME 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 AlphaTime 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

                                                                                 





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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 ________
	 	 	 
	TEN ENT – as tenants by the entireties

                                                                               
	 	(Cust)
    (Minor)

    under
    Uniform Gifts to Minors

    Act
    __________

    (State)

	JT
    TEN – as joint tenants with right of survivorship and not as tenants in common	 






 


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


 




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AlphaTime
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).


 






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