Common use of NMSI Private Placement Warrants Clause in Contracts

NMSI Private Placement Warrants. Notwithstanding anything to the contrary herein, upon distribution of the NMSI Private Placement Warrants to the Investors following the Business Combination, and for so long as the NMSI Private Placement Warrants continue to be held by the Investors, the Company may not redeem the NMSI Private Placement Warrants, and shall permit the Investors to exercise the NMSI Private Placement Warrants on a cashless basis. In addition, on the one-year anniversary of the closing date of the Business Combination, the Investors shall have the right, but not the obligation, to exchange any of their NMSI Private Placement Warrants for a number of Class A Shares equal to the quotient obtained by dividing (x) $0.50, by (y) the Market Price (as defined below) of the Class A Shares as of the date of such exchange; provided, however, that if the Market Price of the Class A Shares on the Exchange Date is less than $2.00, the Investors shall have the right, but not the obligation, to exchange any of their NMSI Private Placement Warrants for a number of Class A Shares equal to the quotient obtained by dividing (x) $0.50, by (y) $2.00 (i.e., 1/4 (one-fourth) of a Class A Share. By way of illustration, if the Investor makes an exchange of Private Placement Warrants pursuant to this Section 6, and if the Market Price of the Class A Shares as of the date of such exchange is $4.00 per Class A Share, then the Investor would receive 1/8 (one-eighth) of a Class A Share for each Private Placement Warrant exchanged pursuant to this Section 2.8 (i.e., $0.50, divided by $4.00). Notwithstanding the foregoing, no fractional Class A Shares will be issued in connection with any exchange hereunder, but rather the number of Class A Shares issued in connection with any exchange shall be rounded down to the nearest whole Class A Share. For purposes of this Section 2.8, the “Market Price” of the Class A Shares as of any date shall mean an amount equal to the trading volume weighted average price of the Class A Shares on the principal market on which the Class A Shares then trade for the ten (10) trading days immediately preceding such date. In addition, the NMSI Private Placement Warrants will not be subject to any forfeiture, transfer, exchange or amendment of the terms in connection with the Business Combination without the consent of the holders representing a majority of the NMSI Private Placement Warrants.

NMSI Private Placement Warrants. Notwithstanding anything to the contrary herein, upon distribution of the NMSI Private Placement Warrants to the Investors Investor following the Business Combination, Combination and for so long as the NMSI Private Placement Warrants continue to be held by the InvestorsInvestor, the Company may not redeem the such NMSI Private Placement Warrants, Warrants and shall permit the Investors Investor to exercise the such NMSI Private Placement Warrants on a cashless basis. In addition, for a period beginning on the one-one year anniversary of the closing date of the Business CombinationCombination and ending on the Expiration Date (as defined below), the Investors Investor shall have the right, but not the obligation, to exchange any of their its NMSI Private Placement Warrants for a number of Class A Shares equal to the quotient obtained by dividing (x) $0.50, by (y) the Market Price (as defined below) of the Class A Shares as of the date of such exchange; provided, however, that if the Market Price of the Class A Shares on the Exchange Date is less than $2.00, the Investors shall have the right, but not the obligation, to exchange any of their NMSI Private Placement Warrants for a number of Class A Shares equal to the quotient obtained by dividing (x) $0.50, by (y) $2.00 (i.e., 1/4 (one-fourth) of a Class A Share. By way of illustration, if the Investor makes an exchange of Private Placement Warrants pursuant to this Section 6, and if the Market Price of the Class A Shares as of the date of such exchange is $4.00 per Class A Share, then the Investor would receive 1/8 (one-eighth) of a Class A Share for each Private Placement Warrant exchanged pursuant to this Section 2.8 6 (i.e., $0.50, divided by $4.00). Notwithstanding the foregoing, no fractional Class A Shares will be issued in connection with any exchange hereunder, but rather the number of Class A Shares issued in connection with any exchange shall be rounded down to the nearest whole Class A Share. For purposes of this Section 2.82.6.2, the “Market Price” of the Class A Shares as of any date shall mean an amount equal to the trading volume weighted average price of the Class A Shares on the principal market on which the Class A Shares then trade for the ten (10) trading days immediately preceding such date. In addition, the NMSI Private Placement Warrants will not be subject to any forfeiture, transfer, exchange or amendment of the terms in connection with the Business Combination business combination without the consent of the holders of the sponsor membership interest representing a majority of the NMSI Private Placement Warrants.