Common use of Initial Warrants Clause in Contracts

Initial Warrants. Each Buyer’s Debenture shall be accompanied by a number of warrants (“INITIAL WARRANTS”) equal to the Original Principal Amount of the Initial Debenture being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture), multiplied by 150% (the “WARRANT AMOUNT”). The Warrants shall have a seven (7) year term, and shall be in the form of the Warrant annexed hereto as Exhibit D, except that the “Initial Exercise Price,” as defined therein, shall equal the Initial Conversion Price of the Debenture (the “INITIAL WARRANT EXERCISE PRICE”), subject to adjustment as provided therein. In the event that the Company effects a Prepayment Redemption (as defined in the Debenture), the Company shall issue an additional number of warrants (“PREPAYMENT REDEMPTION WARRANTS”) equal to the Original Principal Amount of the Debenture being purchased by such Buyer, divided by the Conversion Price (as defined in the Debenture) in effect at the time of such issuance, multiplied by 50% (the “PREPAYMENT WARRANT AMOUNT”). The Prepayment Redemption Warrants shall be in the form of the Warrant annexed hereto as Exhibit D, except that the “Initial Exercise Price,” as defined therein, shall equal the Conversion Price of the Debenture in effect at the time of issuance of such Prepayment Redemption Warrants, subject to adjustment as provided therein. The Warrants and the Prepayment Redemption Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a five (5) year term. "MARKET PRICE," for any security as of any date, shall have the meaning ascribed to it in the applicable security.

Initial Warrants. Each Buyer’s Debenture shall An Initial Warrant may be accompanied exercised only during the period commencing on the date that is thirty (30) days after the consummation by the Company of a number of warrants merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“INITIAL WARRANTSBusiness Combination”) equal (as described more fully in the Registration Statement) and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) other than with respect to the Original Principal Amount Private Warrants and the Working Capital Warrants to the extent then held by the initial purchasers thereof or their respective Permitted Transferees, with respect to a redemption pursuant to Section 6.1 (an “Inapplicable Redemption”), at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Initial Debenture being purchased by such Buyer, divided by the Initial Conversion Price Trust Account (as defined in the Debenture), multiplied by 150% below) (the “WARRANT AMOUNTExpiration Date”). The period of time from the date the Initial Warrants will first become exercisable until the expiration of the Initial Warrants shall have a seven (7) year term, and shall hereafter be in the form of the Warrant annexed hereto referred to as Exhibit D, except that the “Initial Warrant Exercise Price,Period.” Except with respect to the right to receive the Redemption Price (as defined thereinset forth in Section 6 hereunder), as applicable, each outstanding Warrant (other than a Private Warrant or Working Capital Warrant in the event of an Inapplicable Redemption) not exercised on or before the Expiration Date shall equal become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the Initial Conversion Price close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Debenture (Warrants by delaying the “INITIAL WARRANT EXERCISE PRICE”)Expiration Date; provided, subject to adjustment as provided therein. In the event however, that the Company effects a Prepayment Redemption will provide at least twenty (as defined in the Debenture)20) days’ prior written notice of any such extension to registered holders and, the Company provided further that any such extension shall issue an additional number of warrants (“PREPAYMENT REDEMPTION WARRANTS”) equal be applied consistently to the Original Principal Amount all of the Debenture being purchased by such Buyer, divided by the Conversion Price (as defined in the Debenture) in effect at the time of such issuance, multiplied by 50% (the “PREPAYMENT WARRANT AMOUNT”). The Prepayment Redemption Warrants shall be in the form of the Warrant annexed hereto as Exhibit D, except that the “Initial Exercise Price,” as defined therein, shall equal the Conversion Price of the Debenture in effect at the time of issuance of such Prepayment Redemption Warrants, subject to adjustment as provided therein. The Warrants and the Prepayment Redemption Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a five (5) year term. "MARKET PRICE," for any security as of any date, shall have the meaning ascribed to it in the applicable security.