Exhibit
4.4


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (“Agreement”) is made as of November 18, 2021 between Energem Corp., a Cayman Islands corporation,
with offices at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, Malaysia
(“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 (the “Warrant Agent”, also referred to herein
as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one share of Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary
Shares”) and one redeemable Public Warrant (as defined below) (the “Public Units”) and, in connection
therewith, has determined to issue and deliver up to 11,500,000 warrants (including up to 1,500,000 warrants if the Over-allotment Option
(as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”). Each
whole Warrant entitles the holder thereof to purchase one share of Ordinary Shares for $11.50 per share, subject to adjustment as described
herein; and


 


WHEREAS,
on August 16, 2021, the Company entered into that certain placement unit purchase agreement with Energem LLC, a Cayman Islands limited
liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 475,575
private placement units (or up to 528,075 private placement units if the underwriters in the Offering exercise their Over-allotment Option
in full) simultaneously with the closing of the Offering (and the closing the Over-allotment Option, if applicable) (the “Private
Placement Units” and, together with the Public Units, the “Units”) at a purchase price of $10.00
per Unit and, in connection therewith, will issue and deliver to the Sponsor up to an aggregate of 475,575 warrants (or up to 528,075
warrants if the Over-allotment Option is exercised in full) underlying such Private Placement Units bearing the legend set forth in Exhibit
B hereto (“Private Placement Warrants”); and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but are not obligated
to, loan to the Company funds as the Company may require, of which up to $300,000 of such loans may be convertible into up to an additional
30,000 Units at a price of $10.00 per Unit and, in connection therewith, will issue and deliver up to an aggregate of 30,000 warrants
(the “Working Capital Warrants”); and


 


WHEREAS,
in order to extend the period of time the Company has to consummate a Business Combination (defined below), as described in the Prospectus
(defined below), the Sponsor or its affiliates or designees may, but are not obligated to, loan the Company funds as the Company may
require to extend the period in which the Company must complete its initial business combination twice, for an additional three months
each time, up to 18 months, for each three-month extension, $1,000,000, or $1,150,000 if the underwriters’ over-allotment option
is exercised in full ($0.10 per unit in either case), of which up to $2,000,000, or $2,300,000 if the underwriters’ over-allotment
option is exercised in full, of such loans may be convertible into up to an additional 200,000 units, or 230,000 units if underwriters’
over-allotment option is exercised in full, at a price of $10.00 per unit, and, in connection therewith, will issue and deliver up to
an aggregate of 200,000 warrants, or 230,000 warrants underwriters’ over-allotment option is exercised in full, (the “Extension
Warrants”); and


 


WHEREAS,
following consummation of the Offering, the Company may issue additional warrants (“Post-IPO Warrants,” and,
together with the Private Placement Warrants, the Working Capital Warrants, the Extension Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination (defined below); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-259443 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Units,
the Public Warrants and the Ordinary Shares included in the Public Units; and


 


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


 






    	 



     


    

 


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 (if a physical certificate is issued), as provided herein, the valid, binding and
legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 


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


 


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


 


	 	2.	Warrants.


 


2.1
Form of Warrant. Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued, 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, President, Chief Executive Officer, Chief Financial Officer, Secretary or other
principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased
to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.


 


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


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
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. All of the Public Warrants shall initially be represented
by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository
Trust Company (the “Depositary”) and registered in the name of Cede & Co., as nominee of the Depositary.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts
with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible
for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with
appropriate insertions, modifications and omissions, as provided above.


 


2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on a Definitive 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.


 






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2.4
Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Public Units shall begin separate trading on
the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with
the consent of EF Hutton (the “Representative”), division of Benchmark Investments, LLC, as representative
of the several underwriters for the Offering, but in no event shall the Ordinary Shares and Public Warrants comprising the Public Units
be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from
the exercise by the underwriters of their right to purchase additional Public Units in the Offering (the “Over-Allotment
Option”), if the Over-Allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press
release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin. If the Over-allotment
Option is exercised following the filing of a current report on Form 8-K pursuant to (A) above, a second or amended current report on
Form 8-K will be filed to provide updated financial information to reflect the exercise of the Over-allotment Option.


 


2.5
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the
Units, each of which is comprised of one share of Ordinary Shares and three quarters of one Warrant. If, upon the detachment of Public
Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6
Private Placement Warrants, Working Capital Warrants, and Extension Warrants. The Private Placement Warrants, Working Capital
Warrants and Extension Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants and the Working
Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business
Combination (as defined below). During such period, the Private Placement Warrants, the Working Capital Warrants and any Ordinary Shares
held by the Sponsor or any of its Permitted Transferees, as applicable, and any Ordinary Shares issued upon exercise of the Private Placement
Warrants and the Working Capital Warrants may only be transferred by the holders thereof:


 


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


 


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


 


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


 


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


 


(e)
by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices
no greater than the price at which the Private Placement Warrants, the Working Capital Warrants or Ordinary Shares, as applicable, were
originally purchased;


 


(f)
by virtue of the law of the Cayman Islands or the organizational documents of the Sponsor upon liquidation or dissolution of the Sponsor;


 


(g)
in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination;


 






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(h)
to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; or


 


(i)
in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital share
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property;


 


provided,
however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other
restrictions contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s
officers and directors.


 


2.7
Working Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8
Post-IPO Warrants. Each of the Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the
Public Warrants.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of
this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject
to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which 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 (unless otherwise required by the Commission,
any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall provide at least
twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants; provided further that any such reduction
shall be identical among all of the Warrants.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
“Business Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering,
and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which
the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended
and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination,
or (z) the Redemption Date (as defined below) as provided in Section 6.2 hereof (the Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect
to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereof), each
outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
shall be identical in duration among all the Warrants.


 






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3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof
by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to
be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Ordinary Shares 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 Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


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


 


(b)
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the
Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair
Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section
6 hereof; or


 


(c)
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor or any officer or director of the Company, or their Permitted Transferees, by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c),
over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market
Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the
third trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to
the Warrant Agent; or


 


(d)
on a cashless basis as provided in Section 7.4 hereof.


 


3.3.2
Issuance of Shares of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full 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 book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant
shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as
appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not
be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then
effective and a prospectus relating thereto is current or a valid exemption from registration is available, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue
Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase
price for the Unit solely for the Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle the
Warrant exercise. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for
a whole number of Ordinary Shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”
pursuant to subsection 3.3.1(b) and Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,”
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Ordinary
Shares, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 






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


 


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


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect 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 and any of its affiliates or any other person subject to aggregation with such person for purposes of the “beneficial
ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be a part,
would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation
under Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher
percentage would be) in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of the
Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of Ordinary Shares beneficially owned by such person and its affiliates or any such other person or group shall include the number of
Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned
by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act. For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely
on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent
(in such capacity, the “Transfer Agent”) setting forth the number of 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 Ordinary Shares then outstanding. In any case, the number of outstanding 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 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.


 






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4.
Adjustments.


 


4.1
Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary
Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then,
on the effective date of such share dividend, share split-up or similar event, the number of Ordinary Shares issuable on exercise of
each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the
Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below)
shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per share of Ordinary Shares paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market
Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or
other the Company’s capital share into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares
in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a
proposed Business Combination is presented to the shareholders of the Company for approval, (e) to satisfy the redemption rights of the
holders of 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 for the redemption of Class A ordinary
shares in connection with an initial Business Combination or to redeem 100% of the public Ordinary Shares if the Company does not complete
the Business Combination within the period set forth in the Company’s amended and restated memorandum and articles of association
or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares or pre-initial Business Combination
activity or (f) in connection with the redemption of public Ordinary Shares upon the failure of the Company to complete its initial Business
Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good
faith) of any securities or other assets paid on each share of Ordinary Shares in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary
Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect
any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50
(being 5% of the offering price of the Public Units in the Offering).


 


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


 


4.3
Adjustments in Exercise Price.


 


4.3.1
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of 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 Ordinary Shares so purchasable
immediately thereafter.


 






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4.3.2
If (i) the Company issues additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares
for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue
price of less than $9.20 per share of Ordinary Shares (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the
Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares,
par value $0.0001 per share (“Class B ordinary shares”), of the Company held by the Sponsor or affiliates, as applicable,
prior to such issuance) (the “New Issuance Price”), (ii) 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 Company’s initial Business Combination
on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Ordinary Shares
during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business
Combination (such price, the “Market Value”) is below $9.20 per share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price
(as defined below) shall be adjusted to equal to 180% of the greater of the Market Value and the Newly Issued Price.


 


4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par
value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does
not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s
securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such
holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results
in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price
be reduced to less than the par value per share issuable upon exercise of such Warrant.


 


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


 


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


 






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


 


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


 


4.9
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 ordinary shares or the conversion of the Class B ordinary shares into ordinary
shares, in each case, pursuant to the Company’s amended and restated memorandum and articles of association, as 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, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate
and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants, the Working Capital
Warrants, and the Extension Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


 


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


 


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


 


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


 






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


 


6.
Redemption.


 


6.1
Redemption. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they
are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided
that the reported last sales price of the Ordinary Shares has been at least $18.00 per share (subject to adjustment in compliance with
Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within the thirty
(30) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given and provided that
there is an effective registration statement covering the issuance of Ordinary Shares issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company
has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1; 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 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 that the Company elects to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the “30-day
Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear
on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether
or not the Registered Holder received such notice.


 


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


 


6.4
Exclusion of Certain Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private
Placement Warrants, the Working Capital Warrants, or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable
by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants, or Post-IPO Warrants continue
to be held by the Sponsor, or any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However,
once such Private Placement Warrants, Working Capital Warrants, or Post-IPO Warrants are transferred (other than to Permitted Transferees
under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants, or the Post-IPO Warrants (if
the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption
are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants, or Post-IPO Warrants to
exercise such Private Placement Warrants, Working Capital Warrants, or Post-IPO Warrants prior to redemption pursuant to Section 6.1.
The Private Placement Warrants, the Working Capital Warrants, or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are
non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
Private Placement Warrants, Working Capital Warrants, or Post-IPO Warrants and shall become Public Warrants under this Agreement.


 






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


 


7.1
No Rights as Stockholder. 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 election 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 Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


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


 


7.4.1
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement registering, under the Securities Act, the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company
shall use its best efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial
Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall
have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company
shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as
defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period
ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants
or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request,
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to
be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1. The provisions
of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.


 


7.4.2
Cashless Exercise at Company’s Option. If the Ordinary Shares is at the time of any exercise of a Warrant not listed on
a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise
such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as
described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require
a holder of Warrants who exercises Warrants to exercise such Warrants on a “cashless basis,” it agrees to use its best efforts
to register or qualify for sale the Ordinary Shares issuable upon exercise of the Warrant under applicable blue sky laws of the state
of residence in those states in which the Public Warrants were initially offered by the Company of the exercising Warrant holder to the
extent an exemption is not available.


 






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8.
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity 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 Ordinary Shares not later than the effective date of any such appointment.


 


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


 


8.3
Fees and Expenses of Warrant Agent.


 


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


 


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


 






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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, President, Executive Vice President, Vice
President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


9.
Miscellaneous Provisions.


 


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


 


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


 


Energem
Corp.


Level
10, Tower 11, Avenue 5, No. 8,


Jalan
Kerinchi, Bangsar South


59200
Wilayah Persekutuan Kuala Lumpur, Malaysia


Attn.:
Chief Executive Officer


 






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With
a copy to:


 


Rimon P.C.


1990
K Street, NW Suite 420


Washington,
DC 20006


Attn.:
Debbie A. Klis


 


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


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 


9.3
Applicable Law and Exclusive Forum. This Agreement shall be governed and construed in accordance with the law of the State of
New York. 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, sitting in the City and County of New York or in the United States
District Court for the Southern District of New York, and irrevocably submits to the jurisdiction of such courts, which jurisdiction
shall be exclusive, forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply
to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum.


 


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


 


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


 


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


 


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


 


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


 






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9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of
curing any ambiguity 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 mistake, including to confirm the provisions of this Agreement to
the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or 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 vote or written
consent of the Registered Holders of a majority of the then outstanding Public Warrants. Any amendment solely to the Private Placement
Warrants, the Working Capital Warrants, and the Extension Warrants shall require the vote or written consent of a majority of the holders
of the then outstanding Private Placement Warrants, Working Capital Warrants, or Extension Warrants, as applicable. Notwithstanding the
foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the Registered Holders. The provisions of this Section 9.8 may not be modified, amended
or deleted without the prior written consent of the Representative.


 


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


 


[Signature
Page Follows]


 




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


 


	 	ENERGEM
    Corp.
	 	 	 
	 	By:	/s/
    Swee Guan Hoo
	 	Name:	Swee
    Guan Hoo
	 	Title:	Chief
    Executive Officer


 


 


	 	CONTINENTAL
                                            STOCK TRANSFER & TRUST

                    COMPANY,
                    as Warrant Agent

	 	 	 
	 	By:	/s/ Steven Vacante
	 	Name:	Steven
    Vacante
	 	Title:	Vice
    President


 




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EXHIBIT
A


 


FORM
OF WARRANT CERTIFICATE


 


Form
to be Inserted


 




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EXHIBIT
B


PRIVATE
PLACEMENT WARRANTS WORKING CAPITAL WARRANTS, AND EXTENSION WARRANTS LEGEND


 


LEGEND


 


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


 


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


 




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