Common use of Warrant Exchange Clause in Contracts

Warrant Exchange. (a) Immediately prior to the Redomestication, each Sponsor Person that holds Private Placement Warrants as of the date hereof shall exchange the Private Placement Warrants held by it for Purchaser Shares in the manner described in this Paragraph 5 (as to all Private Placement Warrants that are so exchanged, the “Warrant Exchange”). (b) Purchaser hereby represents and warrants that all of the Private Placement Warrants are held in book-entry form and that the transfer books for the Private Placement Warrants are maintained by Continental Stock Transfer & Trust Company (the “Warrant Agent”). During the Interim Period, Purchaser and New Pubco shall not, and shall cause the Warrant Agent not to, allow the Transfer of any Private Placement Warrants or allow any of the Private Placement Warrants to be represented by a certificate or other instrument. Further, no Sponsor Person shall request the Transfer of any Private Placement Warrant or request for any of the Private Placement Warrants to be represented by a certificate or other instrument. (c) Immediately prior to the Redomestication, Purchaser shall exchange all of the Private Placement Warrants for an aggregate of 775,000 validly issued, fully paid and non-assessable Purchaser Shares, in each case, as allocated on Schedule A. Purchaser shall effect the Warrant Exchange by issuing the applicable number of Purchaser Shares to each applicable Sponsor Person in accordance with Schedule A. Following the Warrant Exchange, the Private Placement Warrants shall be void and of no further effect, and no Private Placement Warrants shall be outstanding. (d) Purchaser and each applicable Sponsor Person agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of the Warrant Exchange, subject to the terms and conditions hereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof.

Warrant Exchange. Notwithstanding the foregoing or anything herein to the contrary, at any time (a) Immediately prior to the Redomesticationexpiration of the Exercise Period) in which the Warrant Stock is not registered with the Securities and Exchange Commission (the "SEC") under an effective registration statement, each Sponsor Person the Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of shares of Warrant Stock determined in accordance with this Section 1.2, by surrendering this Warrant at the principal office of the Company, accompanied by the Warrant Exchange Subscription Form, in the form attached hereto as Exhibit 2, stating such Holder's intent to effect such exchange, the portion of this Warrant which the Holder wishes to be exchanged for shares of Warrant Stock and the date on which the Holder requests that holds Private Placement Warrants such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares of Warrant Stock issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the rights of the Holder to purchase the balance of the shares purchasable hereunder, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Warrant Stock (rounded to the next highest integer) equal to (i) the number of shares of Warrant Stock specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of shares of Warrant Stock equal to the quotient obtained by dividing (A) the product of the Total Number and the Exercise Price by (B) the Market Price of Common Stock on the date of the Notice of Exchange. "Market Price" means the closing price of the class of stock of which the Warrant Stock is a part on the public market on which such class of stock is predominantly traded (as of the date hereof shall exchange the Private Placement Warrants held by it for Purchaser Shares in the manner described in of this Paragraph 5 (as to all Private Placement Warrants that are so exchangedWarrant, the “Warrant Exchange”). (bNASD Over-The-Counter Electronic Bulletin Board) Purchaser hereby represents and warrants that all of the Private Placement Warrants are held in book-entry form and that the transfer books for the Private Placement Warrants are maintained trading day immediately preceding the date on which the Notice of Exchange is received by Continental Stock Transfer & Trust Company (the “Warrant Agent”)Company. During If, at the Interim Period, Purchaser and New Pubco shall not, and shall cause the Warrant Agent not to, allow the Transfer time of any Private Placement Warrants or allow any of the Private Placement Warrants to be represented by a certificate or other instrument. Further, no Sponsor Person shall request the Transfer of any Private Placement Warrant or request for any of the Private Placement Warrants to be represented by a certificate or other instrument. (c) Immediately prior to the Redomestication, Purchaser shall exchange all of the Private Placement Warrants for an aggregate of 775,000 validly issued, fully paid and non-assessable Purchaser Shares, in each case, as allocated on Schedule A. Purchaser shall effect the Warrant Exchange by issuing the applicable number of Purchaser Shares to each applicable Sponsor Person in accordance with Schedule A. Following the Warrant Exchange, the Private Placement Warrants shares of stock of which the Warrant Stock are a part are not publicly traded, the "Market Price" shall be void and of no further effect, and no Private Placement Warrants shall be outstandingdetermined by independent appraisal. (d) Purchaser and each applicable Sponsor Person agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of the Warrant Exchange, subject to the terms and conditions hereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof.