Exhibit 4.2


 


RIGHTS AGREEMENT


 


This Right Agreement (this “Agreement”)
is made as of August 10, 2022 between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York,
New York 10004 (“Rights Agent”).


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities (each, a “Unit”
and collectively, the “Units”) through Ladenburg Thalmann & Co. Inc. (the “Representative”),
as representative of the several underwriters (the “Underwriters”), each such Unit comprised of (i) one ordinary
share of the Company, par value $.0001 per share (the “Ordinary Share”); (ii) one redeemable warrant (the “Warrant”),
each Warrant entitling the holder thereof to purchase one Ordinary Share; and (iii) one right to receive one-tenth of one Ordinary Share
(the “Public Right”) upon the happening of an “Exchange Event” (defined herein), and
in connection therewith, has determined to issue and deliver up to 6,900,000 Public Rights (including up to 900,000 Public Rights subject
to the over-allotment option) to public investors in the Offering; and


 


WHEREAS, on August 10, 2022, the Company entered
into certain Private Placement Unit Purchase Agreement with Bright Winlong LLC, a Cayman Islands limited liability company (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 310,000 private placement units (or 341,500341,500 private placement
units if the over-allotment option is exercised in full by the Underwriters) simultaneously with the closing of the Offering at a purchase
price of $10.00 per unit and in connection therewith, will issue and deliver up to an aggregate of 310,000 rights (or 341,500 if the over-allotment
option is exercised in full by the Underwriters) (the “Private Placement Rights”); and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined in the Company’s Amended and Restated
Memorandum and Articles of Association), 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 $1,500,000 may be converted
into up to an additional 150,000 private placement units at a price of $10.00 per unit, and in connection therewith, the Company will
issue and deliver up to an aggregate of 150,000 rights as part of such private unit (the “Working Capital Rights”);


 


WHEREAS, in order to extend the period of time
to consummate a Business Combination by an additional one month (for a total of up to 18 months to complete a Business Combination), the
Sponsor (or its designees) must deposit into the trust account $198,000 or $227,700 if the underwriters’ over-allotment option is
exercised in full (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline, for each
one month extension (up to an aggregate of $1,782,000 (or $2,049,300 if the underwriters’ over-allotment option is exercised in
full), or $0.297 per public share, for an aggregate of nine months), in exchange for a non-interest bearing, unsecured promissory note,
and such loan may be convertible into Units at a price of $10.00 per Unit, each Unit consisting of one Ordinary Share, one right to receive
one-tenth of one Ordinary Share (the “Extension Loan Rights”) and one redeemable warrant to purchase one Ordinary
Share; and


 


WHEREAS, the Company may issue additional rights
from time to time that are to be governed by this Agreement (“Post-IPO Rights” and together with the Private
Placement Rights, the Working Capital Rights and the Public Rights, the “Rights”) in connection with, or following
the consummation by the Company of, a Business Combination; and


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”),
File No. 333-261340, and the prospectus forming a part thereof (the “Prospectus”), for the registration under
the Securities Act of 1933, as amended (the “Securities Act”), of the Units, each of the securities comprising
the Units, and the Ordinary Shares underlying the Public Rights included in the Units, which Registration Statement has been declared
effective by the SEC; and


 


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


 






    


    	



    

 


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


 


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


 


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


 


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


 


2. Rights.


 


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


 


2.2. Effect of Countersignature.
Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be
exchanged for Ordinary Shares.


 


2.3. Registration.


 


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


 


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


 


2.4. Detachability of Rights.
The Ordinary Shares, Warrants and Rights comprising the Units shall begin separate trading following the earlier to occur of: (i) the
52nd day following the date of the Prospectus or (ii) the announcement by the Representative of its intention to allow separate
earlier trading, but in no event shall the Ordinary Shares, the Warrants and Rights comprising the Units be separately traded until the
Company has filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting the receipt by the Company
of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their
right to purchase additional Units in the Offering (the “Over-Allotment Option”).


 


3. Terms and Exchange of Rights


 


3.1. Rights. Each Right shall entitle
the holder thereof to receive one-tenth of one Ordinary Share upon the happening of an Exchange Event. No additional consideration shall
be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event as the purchase price for such
Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the
Rights or issue fractional Ordinary Shares.


 


3.2. Exchange Event. An “Exchange
Event” shall occur upon the Company’s consummation of an initial Business Combination (as defined in the Company’s
Amended and Restated Memorandum and Articles of Association).


 






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3.3. Exchange of Rights.


 


3.3.1. Issuance of Ordinary Shares. As soon
as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates
to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall. issue to the registered holder of such Right(s) 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 issue to such Registered Holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or
any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The
Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional
share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will
be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company
reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Securities Act and
the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive Ordinary
Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining
fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares
in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without
any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of
the Rights may be considered less than the value that the holder would otherwise expect to receive.


 


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


 


3.3.3. Date of Issuance. Each person in whose
name any such certificate or book entry position, 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 of the Exchange Event, irrespective of the date of delivery of such certificate or entry
of position.


 


3.3.4 Company Not Surviving Following
Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the
definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the Ordinary Shares
will receive in such transaction, for the number of Ordinary Shares such holder is entitled to pursuant to Section 3.3.1 above. If the
Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will be required to affirmatively
convert his/her or its rights in order to receive the one-tenth of one Ordinary Share underlying each Right (without paying any additional
consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required to indicate his, her or
its election to convert the Rights into underlying Ordinary Shares as well as to return the original certificates evidencing the Rights
to the Company.


 


3.5 Duration of Rights. If an Exchange
Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer and Exchange of Rights.


 


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


 


4.2. Procedure for Surrender of Rights.
Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent
shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing
an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend
and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights
in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made
and indicating no restrictive legend is required.


 


4.3. Fractional Rights. The Rights
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate
for a fraction of a Right.


 






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


 


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


 


4.6. Right Execution and Countersignature.
The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required
to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights
Agent with Rights duly executed on behalf of the Company for such purpose.


 


5. Other Provisions Relating to Rights of Holders
of Rights.


 


5.1. No Rights as Shareholder. Until
exchange of a Right for Ordinary Shares as provided for herein, a Right 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 shareholder meetings or the appointment of directors of
the Company or any other matter.


 


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


 


5.3. Reservation of Ordinary Shares. The
Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient
to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6. Concerning the Rights Agent and Other Matters.


 


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


 


6.2. Resignation, Consolidation, or Merger
of Rights Agent.


 


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


 






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6.2.2. Notice of Successor Rights Agent.
In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the
transfer agent for the Ordinary Share not later than the effective date of any such appointment.


 


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


 


6.3. Fees and Expenses of Rights Agent.


 


6.3.1. Remuneration. The Company agrees to
pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon
demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


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


 


6.4. Liability of Rights Agent.


 


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


 


6.4.2. Indemnity. The
Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below,
the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the
Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3. Exclusions. The Rights Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except
its countersignature thereof). The Rights Agent shall not be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Ordinary Shares will when
issued be valid and fully paid and non-assessable.


 


6.5 Acceptance of Agency.
The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth.


 


6.6 Waiver. The Rights Agent hereby waives
any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever.


 






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7. Miscellaneous Provisions.


 


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


 


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


 


Hainan Manaslu Acquisition Corp.


B3406, 34F, West Tower, Block B


Guorui Building, 11 Guoxing Avenue


Haikou, Hainan Province, PRC 570203


Attention: Zhifan Zhou


Email: larry_chow86@aliyun.com


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Right or by the Company to or on the Rights 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 Rights Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


1 State Street


New York, New York 10004


Attn: Compliance Department


 


in each case, with a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


Attn: Richard I. Anslow, Esq.


Email: ranslow@egsllp.com


 


and


 


Ladenburg Thalmann & Co. Inc.


640 Fifth Ave., 4th Floor


New York, NY 10019


Attn: Steven Kaplan


Email: skaplan@ladenburg.com


 


and


 


Blank Rome LLP


1271 Avenue of the Americas


New York, New York 10020


Attn: Brad Shiffman, Esq.


Email: brad.shiffman@blankrome.com


 


7.3. Applicable Law and Exclusive Forum.
The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the
State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Rights Agent hereby agree
that any action, proceeding or claim against either of them arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the
Rights Agent hereby waive 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 (i) any liability or duty created by the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations thereunder for which Section
27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability
created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole
and exclusive forum.


 






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Any person or entity purchasing or otherwise acquiring
any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3.
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 right holder, such right 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 right holder in any such enforcement action by service upon such right holder’s counsel
in the foreign action as agent for such right holder.


 


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


 


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


 


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


 


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


 


7.8. Amendments. This Agreement may be amended
by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, including to conform the provisions hereof to the description of the terms of
the Rights and this Agreement set forth in the Prospectus, or adding or changing any other provisions with respect to matters or questions
arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest
of the registered holders. All other modifications or amendments shall require the vote or written consent of the registered holders of
a majority of the number of then outstanding Rights.


  


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


 


[Signature Page Follows]


 




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


 


	 	HAINAN MANASLU ACQUISITION CORP.
	 	 
	 	By: 	/s/ Zhifan Zhou
	 	 	Name: 	Zhifan Zhou
	 	 	Title: 	Chairman and Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/ Luis Ortiz
	 	 	Name:	Luis Ortiz
	 	 	Title: 	Vice President


 


[Signature Page to Rights Agreement]


 







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Exhibit A


 


Form of Right Certificate


 


NUMBER


 


_________R


 


HAINAN MANASLU ACQUISITION CORP.


INCORPORATED UNDER THE LAWS OF


THE CAYMAN ISLANDS


 


RIGHT


 


SEE REVERSE

FOR CERTAIN

DEFINITIONS


 


CUSIP G4233U 115


 


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


 


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


 


Upon due presentment for registration of transfer of the Right Certificate
at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate
a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable
tax or other governmental charge.


 


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


 


Holders of a Right or Rights are not entitled to any of the rights
of a shareholder of the Company.


 


Dated:


 


	 	 	 
	 	[Corporate Seal]	 
	Secretary	 	Chairman of the Board


 




    


    	



    

 


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


 


	 	 	 
	TEN COM  – as tenants in common	UNIF GIFT 	 	Custodian	 
	TEN ENT – as tenants by the entireties	MIN –– ACT	(Cust)	 	(Minor)
	 	 	 
	JT TEN – as joint tenants with right of survivorship and not as tenants in common under U.S. Uniform Gifts to Minors Act
	 	 	 	 	 


 


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


 


HAINAN MANASLU


ACQUISITION CORP.


 


The Company will furnish without charge to each
shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each
class of share or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the Rights represented thereby are issued and shall be held subject to all the provisions of the Rights Agreement,
and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.


 


For value received, ___________________________hereby
sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	 


 








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


 


Rights represented by the within Certificate, and do hereby irrevocably
constitute and appoint


 


___________________________________________________________________Attorney
to transfer the said rights on the books of the within named Company will full power of substitution in the premises.


 


Dated:____________________


 


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


 


Signature(s) Guaranteed: 


 


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