PIPE Warrants. (a) In addition to the Subscriber Shares referenced in the Subscription Agreement, in exchange for the Subscriber’s agreement to be bound by the terms, conditions, agreements and acknowledgments set forth in this Lock-Up Addendum, on the Initial Closing Date, the Issuer shall issue to the Subscriber, and the Subscriber shall subscribe from the Issuer, warrants to purchase a number of Issuer Shares equal to the Subscriber Committed Shares at an exercise price of $20.00 per share (the “Subscriber PIPE Warrants”). The Issuer Shares underlying the Subscriber PIPE Warrants are hereinafter referred to as the “Subscriber Warrant Shares”. The Subscriber Shares, the Subscriber PIPE Warrants and the Subscriber Warrant Shares are collectively referred to as the “Subscriber Securities.” (b) The issuance of the Subscriber PIPE Warrants is contingent upon the Transaction Closing. In the event the Initial Closing occurs but the Second Merger does not occur within the time period set forth in Section 3(c) of the Subscription Agreement and the Subscriber Committed Shares are cancelled as set forth therein, the Subscriber PIPE Warrants shall also be cancelled and have no force or effect. (c) Each Subscriber PIPE Warrant shall be exercisable as and from the Transaction Closing, and shall expire on the fifth anniversary thereof. (d) The Issuer represents and warrants that the Subscriber PIPE Warrants, when issued and delivered in the manner set forth herein, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy. The Issuer further represents and warrants that upon the issuance of the Subscriber PIPE Warrants, the Subscriber Warrant Shares underlying such warrants shall have been reserved for issuance. (e) The Issuer represents and warrants that upon issuance in accordance with and payment pursuant to the terms of that certain warrant agreement to be entered into between the Issuer and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Agreement”), each of the Subscriber Warrant Shares will be validly issued and allotted and fully paid, free and clear of any liens or other encumbrances (other than those arising under applicable securities laws) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s articles of association (as in effect at such time of issuance). The Warrant Agreement will be substantially similar to the warrant agreement dated January 28, 2021, between the Company and Continental, expect with respect to the exercise price and that the Subscriber Warrants will be non-redeemable.
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PIPE Warrants. (a) In addition to the Subscriber Shares referenced in the Subscription Agreement, in exchange for the Subscriber’s agreement to be bound by the terms, conditions, agreements and acknowledgments set forth in this Lock-Up Addendum, on the Initial Closing Date, the Issuer shall issue to the Subscriber, and the Subscriber shall subscribe from the Issuer, warrants to purchase a number of Issuer Shares equal to the Subscriber Committed Shares at an exercise price of $20.00 per share (the “Subscriber PIPE Warrants”). The Issuer Shares underlying the Subscriber PIPE Warrants are hereinafter referred to as the “Subscriber Warrant Shares”. The Subscriber Shares, the Subscriber PIPE Warrants and the Subscriber Warrant Shares are collectively referred to as the “Subscriber Securities.”
(b) The issuance of the Subscriber PIPE Warrants is contingent upon the Transaction Closing. In the event the Initial Closing occurs but the Second Merger does not occur within the time period set forth in Section 3(c) of the Subscription Agreement and the Subscriber Committed Shares are cancelled as set forth therein, the Subscriber PIPE Warrants shall also be cancelled and have no force or effect.
(c) Each Subscriber PIPE Warrant shall be exercisable as and from the Transaction Closing, and shall expire on the fifth anniversary thereof.
(d) The Issuer represents and warrants that the Subscriber PIPE Warrants, when issued and delivered in the manner set forth herein, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy. The Issuer further represents and warrants that upon the issuance of the Subscriber PIPE Warrants, the Subscriber Warrant Shares underlying such warrants shall have been reserved for issuance.
(e) The Issuer represents and warrants that upon issuance in accordance with and payment pursuant to the terms of that certain warrant agreement to be entered into between the Issuer and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Agreement”), each of the Subscriber Warrant Shares will be validly issued and allotted and fully paid, free and clear of any liens or other encumbrances (other than those arising under applicable securities laws) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s articles of association (as in effect at such time of issuance). The Warrant Agreement will be substantially similar to the warrant agreement dated January 28, 2021, between the Company and Continental, expect with respect to the exercise price and that the Subscriber Warrants will be non-redeemable.
(f) The term “Subscriber Committed Shares” as used in Section 3 of the Subscription Agreement shall be deemed to include the Subscriber PIPE Warrants, as the context requires.
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