Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of August 10, 2022, is by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity,
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 (the “Public
Units”) comprised of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”),
one redeemable Public Warrant (as defined below) and one right to receive one-tenth of one Ordinary Share (the “Public Rights”)
and, in connection therewith, has determined to issue and deliver up to 6,000,000 warrants (or up to 6,900,000 warrants if the Over-allotment
Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);
and


 


WHEREAS, on August 10, 2022, the Company entered
into that certain Units Subscription 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 up to 341,500 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 up to an aggregate of 310,000 warrants (or up to 341,500 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 $1,500,000 of such loans may be convertible into up to an additional 150,000 Units at a price of $10.00 per
Unit, and, in connection therewith, will issue and deliver up to an aggregate of 75,000 warrants (the “Working Capital Warrants”);
and


 


WHEREAS, in order to extend the period of time to
consummate a Business Combination (defined below) 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 and one redeemable warrant to purchase one Ordinary Share (the “Extension Loan 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 Loan 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. 333-261340
(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,
the Public Rights 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., a 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, Public Warrants and Public Rights comprising the Public Units shall begin separate trading on the 90th Business Day
following the date of the Prospectus or, if such 90th Business 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 Ladenburg
Thalmann & Co. Inc., as representative of the several underwriters, but in no event shall the Ordinary Shares, Public Warrants and
Public Rights 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.


 


2.5 No Fractional Warrants.  If
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 Loan Warrants. The Private Placement Warrants, the Working Capital Warrants and the Extension Loan
Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants, the Working Capital Warrants and the Extension
Loan 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, the Extension Loan
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, the Working Capital Warrants and the Extension Loan 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 shareholder(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, the Extension Loan Warrants or Ordinary Shares, as applicable, were originally purchased;


 


(f) by virtue of the laws 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;


 


(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 stock 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.


 






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2.7 Working Capital Warrants and the Extension
Loan Warrants. Each of the Working Capital Warrants and the Extension Loan 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 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 date on which the Company
completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), and terminating at 5:00 p.m., New York City
time on the 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, 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), 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. 


  


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 Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such
Ordinary Shares, as follows:


 


(a) by certified check payable to the order
of the Warrant Agent or by wire transfer;


 






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(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. 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;


 


(c) [Reserved]; or


 


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


 


3.3.2 Issuance 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 Share 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 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 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 an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder.


 


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 effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9%
or 9.8% (or such other amount as a holder may specify)(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 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 Securities Exchange Act of 1934, as amended
(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 Share Capitalizations.


 


4.1.1 Subdivisions. 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 Ordinary Share 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.


 


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 shares of the Company’s capital
stock 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 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 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 Ordinary Share 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, share subdivision or reclassification of Ordinary Shares or other similar event, then, on
the effective date of such consolidation, combination, share subdivision, 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 Ordinary Share,
with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the
Sponsor or its affiliates 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, 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 of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that
the 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.


 


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.


 






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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.


 


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
Loan 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.


 


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


  


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


 


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


 


6. Redemption.


 


6.1 Redemption. Not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below,
at the price of $0.01 per Warrant (the “Redemption Price”), 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 Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance
of Ordinary Shares upon exercise of the 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.


 






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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.


  


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


 


7.1 No Rights as Shareholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the 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 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 difference between the Warrant Price and the “Fair
Market Value” (as defined below) 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.


 






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7.4.2 Cashless Exercise at Company’s
Option. If the Ordinary Shares are at the time of any exercise of Warrants not listed on a national securities exchange such that
they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (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 of the exercising
Warrant holder to the extent an exemption is not available.


 


8. Concerning the Warrant
Agent and Other Matters.


 


8.1 Payment of Taxes. The Company shall
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of 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.


 






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


  


8.4 Liability of Warrant
Agent.


 


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


 






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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:


 


Hainan Manaslu Acquisition Corp.

B3406, 34F, West Tower, Block B

Guorui Building, 11 Guoxing Avenue

Haikou, Hainan Province, PRC

Attention: Zhifan Zhou


 


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


 


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


 






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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.


 


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


 


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


 


[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.


 


	 	HAINAN MANASLU ACQUISITION CORP.


 


	 	By:	/s/
Zhifan Zhou
	 	Name: 	Zhifan Zhou
	 	Title:	Chief Executive Officer


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent


 


	 	By:	/s/
Luis Ortiz
	 	Name: 	Luis Ortiz
	 	Title:	Vice President


 


[Signature Page to Warrant Agreement]


 






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EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


HAINAN MANASLU ACQUISITION CORP.


Incorporated Under the Laws of the
Cayman Islands


 


CUSIP G4233U 131


 


Warrant Certificate


 


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


 


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


 


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


 


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


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 






     


     


    

 


This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


 


	 	HAINAN MANASLU ACQUISITION CORP.


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Warrant Certificate]


 






     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of August 10, 2022 (the “Warrant Agreement”), duly executed and delivered
by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the
“Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument
and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning
the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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





 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


[Signature Page Follows]





 






     


     


    

 


	Date:                      , 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


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





 






     


     


    

 


EXHIBIT B


 


LEGEND


 


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