Common use of Purchaser Warrants Clause in Contracts

Purchaser Warrants. At the Effective Time, each outstanding Purchaser Public Warrant shall be converted into one Pubco Public Warrant, each outstanding Purchaser Private Warrant shall be converted into one Pubco Private Warrant and each outstanding Purchaser Representative’s Warrant shall be converted into one Pubco Representative’s Warrant. At the Effective Time, the Purchaser Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Private Warrants, and each of the Pubco Representative’s Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Representative’s Warrants, except that in each case they shall represent the right to acquire Pubco Ordinary Shares in lieu of Purchaser Ordinary Shares. At or prior to the Effective Time, Pubco shall take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Ordinary Shares for delivery upon the exercise of such Pubco Warrants. c. Section 8.5 of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following: During the Interim Period, the Purchaser will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to the Merger to maintain the listing of the Purchaser Public Units, the Purchaser Ordinary Shares, the Purchaser Rights and the Purchaser Public Warrants on Nasdaq; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq only the Pubco Ordinary Shares and the Pubco Public Warrants. d. Section 13.1 of the Original Agreement is hereby amended by adding the following definitions:

Purchaser Warrants. At the Second Merger Effective Time, each outstanding Purchaser Public Warrant shall be converted into the right to receive one Pubco Public Warrant, and each outstanding Purchaser Private Warrant shall be converted into the right to receive one Pubco Private Warrant and each outstanding Purchaser Representative’s Warrant shall be converted into one Pubco Representative’s Warrant. At the Second Merger Effective Time, the Purchaser Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Private Warrants, and each of the Pubco Representative’s Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Representative’s Warrants, except that in each case they shall represent the right to acquire Pubco Class A Ordinary Shares in the form of Pubco ADSs in lieu of Purchaser Ordinary Shares. At or prior to the Second Merger Effective Time, Pubco shall (i) take all corporate actions necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Class A Ordinary Shares and Pubco ADSs for delivery upon the exercise of such Pubco Warrants, and (ii) enter into an assignment, assumption and amendment agreement to the warrant agreement dated February 15, 2023, by and between Purchaser and Continental Stock Transfer & Trust Company, in form reasonably satisfactory to the Purchaser. From and after the Closing, upon the exercise of any Pubco Warrant, the holder thereof shall receive a Pubco ADS for each share of Pubco Class A Ordinary Share which the holder thereof would otherwise have been entitled to receive thereunder, and upon the exercise of such Pubco Warrant, Pubco will issue and deposit with the Depository Bank an additional Pubco Class A Ordinary Share for each Pubco ADS so issued by the Depository Bank.” c. (g) Section 8.5 2.2(c) of the Original Agreement is hereby amended by deleting it deleted in its entirety and replacing it replaced with the following: During the Interim Period, the Purchaser will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to the Merger to maintain the listing of the Purchaser Public Units, the Purchaser Ordinary Shares, the Purchaser Rights and the Purchaser Public Warrants on Nasdaq; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq only the Pubco Ordinary Shares and the Pubco Public Warrants. d. Section 13.1 of the Original Agreement is hereby amended by adding the following definitions: