Exhibit 4.4


 


WARRANT AGREEMENT


 


This
agreement (“Agreement”) is made as of [l], 2021 between AP
Acquisition Corp, a Cayman Islands exempted company, with offices at Unit 2710, 27/F The Center, 99 Queen's Road Central, Hong Kong (“Company”),
and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor,
New York, New York 10004, as warrant agent (“Warrant Agent”, also referred to herein as “Transfer Agent”).


 


WHEREAS,
the Company is engaged in an initial public offering (“Offering”) of units of the Company’s equity securities,
each such unit comprised of one Class A ordinary share of the Company and one-half of one Public Warrant (as defined below)
(“Units”) and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including up
to 1,125,000 warrants subject to the Over-allotment Option) to public investors in the Offering (“Public Warrants”
and, together with the Private Placement Warrants (as defined below), “Warrants”). Each whole Warrant entitles the
holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary
Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of
the Public Warrants will not be able to exercise any fraction of a Warrant;


 


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


 


WHEREAS,
on [l], 2021 the Company entered into that certain Private Placement Warrants Purchase Agreement with AP Sponsor LLC, a Cayman
Islands limited liability company (“Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 9,500,000
warrants (plus up to 1,125,000 additional redeemable warrants if the underwriter in the Company’s initial public offering exercises
its Over-allotment Option in full), simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if
applicable), bearing the legend set forth in Exhibit B hereto (“Private Placement Warrants”) at a purchase price
of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary
Share at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with a 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 1,500,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant;


 


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;


 


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


 


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


 






     


     


    

 


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


 


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


 


2.             Warrants.


 


2.1           Form of
Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or
Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance.


 


2.2           Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities
of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors.


 


2.3           Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4           Registration.


 


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


 


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


 


2.5           Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 52nd day following the date of the
Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or
earlier with the consent of Credit Suisse Securities (USA) LLC (“Representative”), but in no event will the
Representative allow separate trading of the securities comprising the Units until (i) the Company has filed a Current Report on
Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public Offering
(“Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and
(ii) the Company has issued a press release announcing when such separate trading shall begin (“Detachment Date”);
provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.


 


2.6           Private
Placement Warrant Attributes. The Private Placement Warrants will be issued in the same form as the Public Warrants; provided that
the Private Placement Warrants may be exercised on a cashless basis in accordance with Section 3.3.1(d) and the Private Placement
Warrants are not redeemable pursuant to Section 6.1.


 






     


     


    

 


3.             Terms
and Exercise of Warrants.


 


3.1           Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle
the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of 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 refers to the
price per share at which the 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 applied consistently to all of the Warrants.


 


3.2           Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation by the Company
of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement),
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination,
(ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration
Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall
hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set
forth in Section 6 hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that
the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided
further that any such extension shall be applied consistently to all of the Warrants.


 


3.3           Exercise
of Warrants.


 


3.3.1        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each full 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, by good certified check or wire payable to the Warrant Agent; or



 


(b)           in
the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of
Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of 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 difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale
price of the Class A Ordinary Shares for the ten (10) trading days immediately following the date on which the notice of redemption
is sent to holders of the Warrants pursuant to Section 6 hereof;


 


(c)            in
the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days
after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Class A ordinary share equal
to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary share underlying the Warrants,
multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market
Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise
price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale
price of the Class A ordinary share for the ten (10) trading days ending on the third (3rd) trading day prior to the date on
which the notice of exercise of the Warrant is sent to the Warrant Agent; or


 






     


     


    

 


(d)           with
respect to any Private Placement Warrant, 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 “Sponsor Exercise Fair Market Value” (as defined in this Section 3.3.1(d)) less the Warrant Price by (y) the
Sponsor Exercise Fair Market Value. Solely for purposes of this Section 3.3.1(d), the “Sponsor Exercise Fair Market Value”
shall mean the average last reported sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third
(3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent.


 


3.3.2        Issuance
of Class A Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book
entry position, for the number of 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, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry
position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event
will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not
be obligated to issue 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 under the securities laws of the state of residence of the registered
holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant,
the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for
the Class A Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder
in any state in which such exercise would be unlawful.


 


3.3.3        Valid
Issuance. All Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


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


 


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% (“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 stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Class A Ordinary Shares, the holder may rely
on the number of 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 SEC as the case may be, (2) a
more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of 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 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 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
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Class A Ordinary Shares is increased by a share dividend payable in Class A Ordinary Shares, or by a split up of Class A
Ordinary Shares, or other similar event, then, on the effective date of such share dividend, split up 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 outstanding Class A
Ordinary Shares.


 


4.2           Aggregation
of Shares. If after the date hereof, the number of outstanding Class A Ordinary Shares is decreased by a consolidation, combination,
reverse share division or reclassification of Class A Ordinary Shares or other similar event, then, on the effective date of such
consolidation, combination, reverse share division, 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 outstanding Class A Ordinary Shares.


 


4.3           Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders
of the Class A Ordinary Shares a dividend or make a distribution in cash, securities or other assets of such Class A Ordinary
Shares (or other shares into which the Warrants are convertible), other than (a) as described in Section 4.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the 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 provide holders of Class A Ordinary Shares the right to have
their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public
shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated
memorandum and articles of association, as amended from time to time, or (ii) with respect to any other provision relating to the
rights of holders of Class A Ordinary Shares, (e) as a result of the repurchase of Class A Ordinary Shares by the Company
if a proposed initial Business Combination is presented to the shareholders of the Company for approval or (f) 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 Company’s board of directors, in good faith) of any securities or other
assets paid on each Class A Ordinary Share in respect of such Extraordinary Dividend. For purposes of this Section 4.3, “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 to the extent it does not exceed $0.50 (which amount shall be 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).


 






     


     


    

 


4.4           Adjustments
in Exercise Price. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of 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.


 


4.5           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary
Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Class A Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
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 Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the 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 of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have
received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the Class A Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant.


 


4.6           Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional Class A
Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price
or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
to the Sponsor, the initial shareholders or their affiliates, without taking into account any of the Company’s Class B ordinary
shares, par value $0.0001 per share (“Class B Ordinary Shares”), issued prior to the Public Offering and held
by the initial shareholders or their affiliates, as applicable, prior to such issuance) (“Newly Issued Price”), (b) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the
Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as
defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the
Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average
trading price of the Class A Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date
of the consummation of the Business Combination.


 


4.7           Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at
the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






     


     


    

 


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


 


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


 


4.10          Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.11         No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Ordinary Shares into Class A Ordinary Shares or the conversion of the Class B Ordinary
Shares into Class A Ordinary Shares, in each case, pursuant to the Company’s amended and restated memorandum and articles of
association, as further amended from time to time.


 


5.             Transfer
and Exchange of Warrants.


 


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


 


5.2           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


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


 


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


 






     


     


    

 


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


 


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


 


6.             Redemption.


 


6.1           Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Class A ordinary share equals or exceeds $18.00 per share (subject to
adjustment in accordance with Section 4 hereof) (“Redemption Trigger Price”), on each of twenty (20) trading days
within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to
the date on which notice of redemption is given and provided that there is an effective registration statement covering the Class A
Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b);
provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption
right if the issuance of Class A Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification
under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


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


 


6.3           Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of Class A Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market
Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


 


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


 


7.1           No
Rights as Shareholders. 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 meetings of shareholders 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 will 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. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
but in no event later than fifteen (15) Business Days after the closing of its Initial Business Combination, it shall use its best efforts
to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement for the registration, under
the Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action
as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those
states where holders of Warrants then reside, the Class A Ordinary Shares issuable upon exercise of the Warrants, to the extent an
exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants
shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon
such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained
an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant
Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and
(ii) the Class A Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone
who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required
to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.
The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of Credit Suisse
Securities (USA) LLC.


 


8.             Concerning
the Warrant Agent and Other Matters.


 


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


 


8.2           Resignation,
Consolidation, or Merger of Warrant Agent.


 


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


 






     


     


    

 


8.2.2        Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the 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 will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


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


 


8.4           Liability
of Warrant Agent.


 


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


 


8.4.2        Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, 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); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A
Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


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


 






     


     


    

 


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:


 


AP Acquisition Corp 


Unit 2710, 27/F The Center 


99 Queen's Road Central 


Hong Kong 


Attn:
Yotaro Tokuo


 


with a copy to:


 


Kirkland & Ellis LLP 


c/o 26th Floor, Gloucester Tower, 


The Landmark 


15 Queen’s Road Central 


Hong Kong 


Attn: Jacqueline Wenchen Tang, Steve Lin


 


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


 


Continental Stock Transfer & Trust Company 1 State
Street, 30th Floor New York, New York 10004 Attn: Compliance Department


 


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


 


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


 






     


     


    

 


9.4           Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the parties hereto (and AP Sponsor LLC with respect to Sections 7.4, 9.4, 9.8 hereof) and their
successors and assigns and of the registered holders of the Warrants.


 


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


 


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


 


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


 


9.8           Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the
registered holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment
to the terms of the Private Placement Warrants shall only require the consent of the Company and the holders of a majority of the Private
Placement Warrants and (b) 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           Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the
Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company
and not against the property held in the Trust Account.


 


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


 






     


     


    







 


EXHIBIT A


 


[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


 


AP
Acquisition Corp

Incorporated Under the Laws of the Cayman Islands


 


CUSIP
[               ]


 


Warrant Certificate


 


This
Warrant Certificate certifies that [               ], or registered
assigns, is the registered holder of [               ] warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), of AP Acquisition Corp, 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 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 whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of 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 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.


 


	 	AP Acquisition Corp
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT


 






     


     


    

 


[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
[               ] Ordinary Shares and are issued or to be issued pursuant to
a Warrant Agreement dated as of                , 2021 (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 Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the 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 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 an Ordinary
Share, the Company shall, upon exercise, round down to the nearest whole number of 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 [               ]
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of AP Acquisition Corp (the “Company”)
in the amount of $[               ] in accordance with
the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [                 ],
whose address is [                ] and that such Ordinary
Shares be delivered to [                 ] whose address
is [                ]. If said [                 ]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such 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 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant
pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of
the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of 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 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 Ordinary Shares. If said number of shares is less than all of the 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 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) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






    	 	16	 



     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG
AP Acquisition Corp (THE “COMPANY”), AP
Sponsor LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR
TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3
OF THE WARRANT AGREEMENT REFERRED TO HEREIN).


 


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


 


NO.
[                ] WARRANT


 






    	 	17	 



     


    

 


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


 


	 	AP Acquisition
    Corp
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	 
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:




 


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


 


	 	AP Acquisition
    Corp
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	 
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title: