Common use of Issuance of Certificates Clause in Contracts

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised, unless the Common Stock is to be held in book entry form by AST without the issuance of a certificate and any remaining balance of Warrants to be maintained in book entry form by the Warrant Agent. Notwithstanding the foregoing, the Company shall not deliver, be obligated to deliver or cause to be delivered, recognized in book entry form any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated required to pay such Registered Holder any provide the registered holder of a warrant with a net-cash settlement or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock, regardless of whether the WarrantCommon Stock underlying the Warrants is registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to or upon surrender of the Warrant (or portion thereof) as set forth in Section 3.3.1 or cashless exercise pursuant to Section 3.3.23.3.1(b), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants Ordinary Shares is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel effective, subject to the Company’s satisfying its obligations under Section 7.4. In the event that a registration statement with respect to the Ordinary Shares underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of Warrant may have no value and expire worthless. In no event will the states or other jurisdictions in which Company be required to net cash settle the Registered Holder residesWarrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Public Warrants and Representative’s Warrants, the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Share included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantUnit.

Issuance of Certificates. No later than three (3) business days The Warrant Agent shall, by 11:00 A.M. New York City time on the Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the aggregate Exercise Price, execute, issue and deliver to the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Agent, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Shares to which he, she or it such Holder is entitled, in fully registered form, registered in such name or names as may be directed by him, her or it, and, if such Holder. Upon receipt of such Warrant shall not have been exercised or surrendered in fullShares, a new countersigned the Warrant for Agent shall, by 5:00 P.M., New York City time, on the number of shares as to which third Business Day next succeeding such Exercise Date, transmit such Warrant shall not have been exercised Shares to, or surrenderedupon the order of, such Holder. Notwithstanding In lieu of delivering physical certificates representing the foregoingWarrant Shares issuable upon exercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall not deliver, or use its commercially reasonable efforts to cause its transfer agent to be delivered, any securities without applicable restrictive legend pursuant to electronically transmit the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise Depository by crediting the account of the Warrants is available Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantelectronic transmittals described herein.

Issuance of Certificates. No later than three two (32) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall make, or cause to be made, entries in its Register of Members and shall issue, or cause to be issued, to the Registered Holder of such Warrant Warrant, a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Class A Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Class A Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased, shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer, President or cause Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exercise, in whole or in part, of the Underlying Warrants, certificates representing the Underlying Warrant Shares purchased (collectively, the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities without applicable restrictive legend represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants Ordinary Shares is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable upon the exercise occurrence of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2an Exchange Event, the Company shall issue, or cause direct holders of the Rights to be issued, return their Rights Certificates to the Registered Holder Right Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust CorporationRight(s) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if it and issue to such Warrant shall not have been exercised or surrendered in full, registered holder(s) a new countersigned Warrant certificate for the number of shares as to which such Warrant shall not have been exercised or surrenderedshares. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant provision contained in this Rights Agreement to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additioncontrary, in no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” settle the WarrantRights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company's Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles, which would include the rounding down of any entitlement to receive Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating rights to the receive shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and underlying such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Public Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of common stock issuable upon exercise or otherwise “net cash settle” of the Initial Warrants and Insider Warrants shall be unregistered shares. In the event that a registration statement is not effective for the Common Stock underlying the Public Warrants, the purchaser of a unit containing such Public Warrant, will have paid the full purchase price for the unit solely for the shares of Common Stock included in such unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant(except pursuant to Section 4.5).

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Public Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of common stock issuable upon exercise or otherwise “net cash settle” of Insider Warrants shall be unregistered shares. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant, will have paid the full purchase price for the unit solely for the shares included in such unit.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Options, the Company issuance of certificates for the Shares purchased shall issuebe made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Option Certificate and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Upon exercise, in part or in whole, of the Options, certificates representing the Shares purchased (collectively, the "Option Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any This Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or is exercisable at the option of Holder at any time or from time to time on or after the Registered Holder, deliver electronically through Commencement Date and prior to or on the facilities Expiration Date for all or a portion of the Depository Trust Corporationshares of Warrant Shares which may be purchased hereunder but if this Warrant is to be exercised only in part, not for less than the greater of (a) twenty-five (25%) of the number of full shares of Common Stock to Warrant Shares which he, she or it is entitled, registered in such name or names as may initially be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant purchased hereunder or (b) one thousand (1,000) Warrant Shares (in either case as adjusted for any stock dividend, split, combination, recapitalization or the like with respect to such shares). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the provisions of Section 2, certificates for the Warrant Shares so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by the Company’s transfer agent at the Company’s expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such denominations of Warrant Shares as may be requested by Holder and shall be registered in the opinion name of counsel Holder or such other name as shall be designated by Holder, subject to the Companylimitations contained in Section 2. If, the upon exercise of the Warrants is exempt from the registration requirements this Warrant, fewer than all of the Act Warrant Shares evidenced by this Warrant are purchased prior to the date of expiration of this Warrant, one or more new warrants substantially in the form of, and such securities are qualified on the terms in, this Warrant will be issued for sale or exempt from qualification under applicable securities laws the remaining number of the states or other jurisdictions in which the Registered Holder resides. Warrants may Warrant Shares not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration purchased upon exercise or otherwise “net cash settle” the of this Warrant.

Issuance of Certificates. No Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days following thereafter without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased, (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.”

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which state of residence of the Registered Holder residesregistered holder of the Warrants. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resideseffective. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder registered holder any cash or other consideration upon exercise or otherwise “net cash settle” the Warrant. Furthermore, in the event that a registration statement is not effective under the Act with respect to the Common Stock underlying the Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three (3) business trading days following thereafter, the exercise Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: a certificate or certificates for the number of full Warrant and Shares to which the clearance Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the funds Registered Holder would otherwise be entitled, cash in payment of the Warrant Price an amount determined pursuant to Section 3.3.1 or cashless exercise 3 hereof; provided that in the event the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Registered Holder in connection with the Registered Holder’s sale of such Warrant Shares pursuant to Section 3.3.2an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, the Company shall issue, or cause to be issued, to the Registered Holder of credit such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the aggregate number of full shares of Common Stock to which he, she the Registered Holder is entitled pursuant to such exercise to the Registered Holder’s or it its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system; and in case such exercise is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in fullpart only, a new countersigned Warrant warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares as to called for on the face of this Warrant minus the number of Warrant Shares for which such this Warrant shall not have been was so exercised or surrendered. Notwithstanding (which, in the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend case of an exercise pursuant to Section 1(b), shall include both the exercise number of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant or (b) being cancelled in the opinion of counsel to the Company, the exercise payment of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantPurchase Price).

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant. In the event that a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrants, will have paid the full purchase price for the Unit solely for the shares of Common Stock included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless and shall have no obligation to settle such Warrant exercise unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Ordinary Shares underlying the Public Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) solely with respect to Sponsor Warrants, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, the event that a registration statement is not effective for the exercised Public Warrants the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Shares included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantUnit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of common stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating effective, subject to the shares Company’s satisfying its obligations under Section 7.4 of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant this Agreement, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act Act. In addition, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such securities Warrant unless such shares are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the exercising Registered Holder residesHolders reside. Warrants may not be exercised by, or securities shares issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of a Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock if the WarrantCommon Stock underlying the Warrants is not covered by an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Exercise Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoingforegoing and subject to Section 7.4 of this Agreement, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant shares of Common Stock and shall have no obligation to settle the Warrant exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is effective and a current prospectus is on file with the Commission and available for delivery to the Registered Holder of the Warrant or (b) use or, in the opinion of counsel to the Company, the issuance of the Common Stock upon the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Notwithstanding anything to the contrary in this Agreement, and other than with respect to the cashless exercise provisions applicable to the Warrants, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities shares of Common Stock issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this Section 3.3.3, any or all of the Warrants may expire unexercised. In addition, in no event will shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company be obligated pursuant to pay an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its reasonable efforts to effect such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” registration and ensure a current prospectus is available for delivery by the WarrantWarrant Agent.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates, and upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock Class A Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Class A Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating effective, subject to the shares of Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock issuable upon exercise of underlying the Warrants is available for delivery not effective under the Act, or because such exercise would be unlawful with respect to the Registered Holder of the Warrant or (b) a registered holder in the opinion of counsel to the Companyany state, the holder of such Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of Warrant may have no value and expire worthless. In no event will the states or other jurisdictions in which Company be required to net cash settle the Registered Holder resideswarrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of common stock issuable upon exercise or otherwise “net cash settle” of Insiders’ Warrants shall be unregistered shares. In the Warrantevent that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares included in such unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she she, or it is entitled, registered in such name or names as may be directed by him, her her, or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 6.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of such Warrants is effective and a current prospectus relating to Warrant unless the shares of Common Stock Ordinary Shares issuable upon such Warrant exercise have been registered, qualified, or deemed to be exempt under the securities laws of the Warrants is available for delivery to state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In no event will the Company be required to net cash settle the Warrant exercise. If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in which a share, the Registered Holder residesCompany shall round down to the nearest whole number, the number of shares to be issued to such holder. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 4 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrants represented hereby shall not be issued in certificated form. Upon exercise of the Warrants, in part or in whole, certificates representing the Shares, shall bear a legend substantially similar to the following: "The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three Certificates for the Warrant Shares, representing the aggregate number of shares specified in said Exercise Agreement, shall be delivered to the Holder within a reasonable time, not exceeding five (35) business days following days, after the rights represented by this Warrant shall have been so exercised. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of said Holder or such other name as shall be designated by said Holder (subject to the transfer restrictions applicable to this Warrant and to shares purchased upon exercise of any this Warrant). If this Warrant and the clearance of the funds shall have been exercised only in payment of the part, then, unless this Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2has expired, the Company shall issueshall, or cause to be issuedat its expense, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option time of the Registered Holderdelivery of said stock certificates(s), deliver electronically through to said holder a new Warrant representing the facilities of the Depository Trust Corporation) right to purchase the number of full shares of Common Stock with respect to which hethis Warrant shall not then have been exercised. The Company shall pay all expenses and charges payable in connection with the preparation, she or it is entitledexecution and delivery of stock certificates (and any new Warrants) pursuant to this paragraph 2 except that, in case such stock certificates shall be registered in such a name or names as may other than the Holder of this Warrant or such Holder’s nominee, funds sufficient to pay all stock transfer taxes which shall be directed payable in connection with the execution and delivery of such stock certificates shall be paid by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as Holder to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to at the exercise time of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise delivery of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will stock certificates by the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantas mentioned above.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesStock. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise (unless pursuant to Section 4.5) or otherwise “net cash settle” the Warrant. In the event that a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrants, will have paid the full purchase price for the Unit solely for the shares of Common Stock included in such Unit.

Issuance of Certificates. No later than three (3) This Warrant is exercisable at the option ------------------------ of Holder at any time or from time to time on or after the Commencement Date and prior to or on the Expiration Date for all or a portion of the shares of Warrant Shares which may be purchased hereunder. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business days following on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the provisions of Section 2, certificates for the Warrant Shares so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by the Company's transfer agent at the Company's expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such denominations of Warrant Shares as may be requested by Holder and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2. If, upon exercise of any Warrant and the clearance of the funds in payment this Warrant, fewer than all of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, Shares evidenced by this Warrant are purchased prior to the Registered Holder date of such expiration of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant a certificate or certificates representing (or at will be issued for the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the remaining number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall Shares not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable purchased upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the this Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she she, or it is entitled, registered in such name or names as may be directed by him, her her, or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of such Warrants is effective and a current prospectus relating to Warrant unless the shares of Common Stock Ordinary Shares issuable upon such Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the Warrants is available for delivery to state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be (1) 4 year anniversary of the issuance date. directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesHolders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of a Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock if the WarrantCommon Stock underlying the Warrants is not covered by an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or (ii) the Public Warrants are exercised pursuant to Section 3.3.1(d). No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which state of residence of the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawfulregistered holder of the Warrants. In addition, in no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” settle the WarrantWarrant exercise.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the for a whole number of full shares Shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised exercised. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or surrenderedas otherwise specified by such Registered Holder. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective (and a current the prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants contained therein is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residescurrent). Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash or other consideration upon exercise or otherwise “"net cash settle” " the Warrant. Furthermore, in the event that a registration statement is not effective under the Act with respect to the Common Stock underlying the Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon underlying such Unit. Subject to Section 4.7 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon (i.e., only an even number of Warrants may be exercised at any given time by a Registered Holder). If, by reason of any exercise of warrants on a “cashless basis”, the Warrants is available for delivery to the Registered Holder holder of the any Warrant or (b) in the opinion of counsel to the Companywould be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Warrants is exempt from Company shall round down to the registration requirements nearest whole number, the number of the Act and shares to be issued to such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesholder. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and and, to the extent applicable, the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon the exercise of such Warrants Warrant is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants such Warrant is exempt from the registration requirements of the Act and the Ordinary Shares issuable upon exercise of such securities Warrant are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holder(s) thereof reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of the Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement, securities or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in Ordinary Shares, regardless of whether the WarrantOrdinary Shares underlying the Warrants are registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Warrants, the Company shall issue, or cause to be issued, to the Registered Holder issuance of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant unless (a) a registration statement under Certificates and the Act with respect to certificates representing the shares of Common Stock issuable upon exercise of such and the Redeemable Warrants is effective underlying the Warrants and a current prospectus relating to the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, properties or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, properties or rights issuable upon exercise of the Warrants is available for delivery to the Registered Holder Warrants) shall be dated as of the Warrant Notice Date (regardless of when executed or (bdelivered) in the opinion of counsel to the Company, the exercise of the Warrants is exempt and dividend bearing securities so issued shall accrue dividends from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantNotice Date.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or (except in the case of a cashless exercise pursuant to Section 3.3.2of a Private Warrant), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (aother than a Private Warrant) unless: (i) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. Warrants (other than Private Warrants) may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated required to pay provide the registered holder of any Warrant with a net-cash settlement or other consideration in lieu of physical settlement in Ordinary Shares, regardless of whether the Ordinary Shares underlying any such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” Warrant is registered pursuant to an effective registration statement. Accordingly, the WarrantWarrants may expire unexercised and worthless if a current registration statement covering the Ordinary Shares is not effective.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without any applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any transfer tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares (the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), nor any state securities laws and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect and applicable state securities laws, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants is exempt stating that an exemption from the registration requirements of the under such Act and such securities are qualified for sale or exempt from qualification under applicable state securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantis available."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant for each full share of Common Stock as to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2which the Warrant is exercised, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant(except pursuant to Section 4.5).

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon underlying such Unit. Subject to Section 4.7 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon (i.e., only on even number of Warrants may be exercised at any given time by a Registered Holder). If, by reason of any exercise of warrants on a “cashless basis”, the Warrants is available for delivery to the Registered Holder holder of the any Warrant or (b) in the opinion of counsel to the Companywould be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Warrants is exempt from Company shall round down to the registration requirements nearest whole number, the number of the Act and shares to be issued to such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesholder. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds this Warrant, in payment of the Warrant Price pursuant to whole or in part, in accordance with Section 3.3.1 or cashless exercise pursuant to Section 3.3.22(a) hereof, the Company Company, at its expense, shall issue, or cause to be issued, issued in the name of and delivered to the Registered Holder of such Warrant Purchaser (i) a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as validly issued, fully paid and non-assessable Shares to which the Purchaser shall be entitled upon such Warrant shall not have been exercised or surrendered. Notwithstanding exercise and, if applicable and (ii) a new warrant of like tenor to purchase all of the foregoing, the Company shall not deliver, or cause to Shares that may be delivered, any securities without applicable restrictive legend purchased pursuant to the exercise portion, if any, of this Warrant not exercised by the Purchaser. The Purchaser shall for all purposes hereof be deemed to have become the Purchaser of record of such Shares on the date on which the Notice of Exercise and payment of the Purchase Price in accordance with Section 2(a) hereof were delivered and made, respectively, irrespective of the date of delivery of such certificate or certificates, except that if the date of such delivery, notice and payment is a Warrant unless date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such Shares at the close of business on the next succeeding date on which the stock transfer books are open. Shares purchased hereunder shall be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (a“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement under permitting the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise issuance of the Warrants is available Shares to or resale of the Shares by the Purchaser or (B) the Shares are eligible for resale by the Purchaser without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the Registered Holder address specified by the Purchaser in the Notice of Exercise by the date that is three Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantif required).

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Ordinary Shares underlying the New Public Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery Company’s satisfying its obligations under Section 7.4 or (ii) solely with respect to the Registered Holder of the Warrant or (b) New Sponsor Warrants, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a New Public Warrant is not effective under the Act, the holder of such New Public Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. Notwithstanding any other terms herein, in no event will the Company be required to net cash settle any Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of any Public Warrant, Private Warrant or Incentive Warrant be obligated entitled to pay receive a net-cash settlement, stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying any such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” Warrant is registered pursuant to an effective registration statement. It is acknowledged and agreed that if the Warrantconditions set forth in Section 3.2 and clause (i) of this Section 3.3.2 relating to the effectiveness of certain registration statements and the availability of prospectuses are not met, the Warrants may expire worthless.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant unless or an Incentive Warrant unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the Common Stock issuable upon exercise of the Public Warrant and/or the Incentive Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any of a warrant be entitled to receive a net-cash consideration upon exercise or otherwise “net cash settle” settlement in lieu of physical settlement in shares of Common Stock, regardless of whether the WarrantCommon Stock underlying the Warrants is registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it such holder is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant or the Representative’s Warrants and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable to be issued upon exercise of such Warrants Warrant is effective and a current prospectus thereunder relating to the shares of such Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel current, subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant or a Representative’s Warrant is not effective under the Act, the holder of such Public Warrant or a Representative’s Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of Warrant may have no value and expire worthless. In no event will the states or other jurisdictions in which Company be required to net cash settle the Registered Holder residesWarrant exercise. Public Warrants and Representative’s Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of Common Stock issuable upon exercise or otherwise “net cash settle” of Insider Warrants shall be unregistered shares and certificates for such shares shall bear the legend set forth in Exhibit C herein. In the event that a registration statement is not effective for the exercised Public Warrants and Representative’s Warrants, the purchaser of a Unit containing such Warrant, will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless and shall have no obligation to settle such Warrant exercise unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Ordinary Shares underlying the Public Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) solely with respect to Private Placement Warrants, in the opinion of counsel to the Company, the exercise of the such Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Shares included in such Unit and shall have no event will recourse against the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warranttherefor.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himsuch Registered Holder, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares of Common Stock as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to use by the Registered Holder of the Warrant holders thereof or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesHolders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated required to pay such provide the Registered Holder any of a Warrant with a net-cash settlement or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying the Warrants is registered pursuant to an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a registration statement under the Act with respect to the Common Stock issuable upon exercise or otherwise “net cash settle” is not effective and a current prospectus is not available for use by the Warrantholders thereof at the time such Warrant is exercised.

Issuance of Certificates. No later than Certificates for shares purchased hereunder shall be transmitted by the transfer agent for the Company's Common Stock (the "Transfer Agent") to the Holder by making available for credit to the account of the Holder's prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, if permitted, and otherwise by physical delivery to the address specified by the Holder in the Exercise Form by the date that is three (3) business days following Trading Days after the exercise latest of any Warrant and (A) the clearance delivery to the Company of the funds in Exercise Form, (B) surrender of the Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the "Warrant Share Delivery Date"). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.22(d)(vi) of the Warrant Certificate, the Company shall issue, or cause to be issued, prior to the Registered Holder issuance of such Warrant a certificate or certificates representing (or at the option of the Registered Holdershares, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have having been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedpaid. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act of 1933 (the "Securities Act") with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Securities Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a Holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she she, or it is entitled, registered in such name or names as may be directed by him, her her, or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Exercise Price, the Company shall issue, or cause its Transfer Agent to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of NeoStem Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act of 1933 (the “Securities Act”) with respect to the shares of NeoStem Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of NeoStem Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Securities Act with respect to the NeoStem Common Stock underlying the Warrants is not effective or a current prospectus is not available, in a Holder shall not be entitled to exercise his, her or its Warrants unless an exemption from registration is available. In the event that during the last 20 business days immediately prior to the Expiration Date both (i) a registration statement with respect to the NeoStem Common Stock underlying the Warrants is not effective or a current prospectus is not available and (ii) the Exercise Price of the Warrants is less than the price at which the NeoStem Common Stock is trading on the NYSE Amex (or if the NeoStem Common Stock is no longer trading on the NYSE Amex, such other stock exchange on which the shares of NeoStem Common Stock trades), the Exercise Period shall automatically be extended for a period of 20 business days after the date that the Company causes a registration statement covering the NeoStem Common Stock underlying the Warrants to be effective and a current prospectus is made available. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Warrants, the Company shall issue, or cause to be issued, to the Registered Holder issuance of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full for shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliver, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant unless (a) a registration statement under Certificates and the Act with respect to certificates representing the Shares, Underlying Warrants and the shares of Common Stock underlying such Underlying Warrants (and/or other securities, property or rights issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from or the registration requirements Underlying Warrants) shall be executed on behalf of the Act and such securities are qualified for sale Company by the manual or exempt from qualification under applicable securities laws facsimile signature of the states then present Chairman or other jurisdictions in which Vice Chairman of the Registered Holder resides. Warrants may not be exercised by, Board of Directors or securities issued to, any Registered Holder in any state in which such exercise President or issuance would be unlawful. In addition, in no event will Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be obligated to pay such Registered Holder any cash consideration dated the date of execution by the Company upon exercise initial issuance, division, exchange, substitution or otherwise “net cash settle” the Warranttransfer.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors of President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and and, to the extent applicable, the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon the exercise of such Warrants Warrant is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants such Warrant is exempt from the registration requirements of the Act and the shares of Common Stock issuable upon exercise of such securities Warrant are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holder(s) thereof reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of the Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement, securities or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock, regardless of whether the WarrantCommon Stock underlying the Warrants is registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon such Warrant exercise of such Warrants is effective and a current prospectus relating has been registered, qualified or deemed to be exempt under the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in which the Registered Holder residesimmediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Warrants, the Company shall issue, or cause to be issued, to the Registered Holder issuance of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full for shares of Common Stock and Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant unless (a) a registration statement under Certificates and the Act with respect to certificates representing the shares of Common Stock issuable upon exercise of such and the Redeemable Warrants is effective underlying the Warrants and a current prospectus relating to the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or rights issuable upon exercise of the Warrants is available for delivery to the Registered Holder Warrants) shall be dated as of the Warrant Notice Date (regardless of when executed or (bdelivered) in the opinion of counsel to the Company, the exercise of the Warrants is exempt and dividend bearing securities so issued shall accrue dividends from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantNotice Date.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii), to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless and shall have no obligation to settle such Warrant exercise unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) solely with respect to Insider Warrants, in the opinion of counsel to the Company, the exercise of the Insider Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that the conditions in clause (i) of the immediately preceding sentence are not satisfied with respect to a Warrant and, if such Warrant is an Insider Warrant, the conditions in clause (ii) of the immediately preceding sentence are not satisfied, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, the event that a registration statement is not effective for the exercised Public Warrants the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the shares of Common Stock included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantUnit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock Sxxxxxx to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon such Warrant exercise of such Warrants is effective and a current prospectus relating has been registered, qualified or deemed to be exempt under the shares of Common Stock issuable upon exercise securities laws of the Warrants is available for delivery to state of residence of the Registered Holder of the Warrant or (b) Warrants. In the event that the condition in the opinion of counsel immediately preceding sentence is not satisfied with respect to the Companya Warrant, the holder of such Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than Subject to Section 1(c), certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder within a reasonable time, not exceeding three (3) business days following days, after this Warrant shall have been so exercised (the “Delivery Period”). The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of Holder or such other name as shall be designated by such Holder; provided, however, if any certificate for Warrant Shares is to be issued in a name other than that in which the Warrant surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Warrant so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will pay to the Company any transfer or other taxes required by reason of the issuance of a certificate for shares of the Company’s Common Stock in any name other than that of the registered Holder of the Warrant surrendered, or establish to the satisfaction of the Company that such tax has been paid or is not payable. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In lieu of delivering physical certificates representing the Common Stock issuable upon the exercise of any Warrant and the clearance this Warrant, upon request of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Holder, the Company shall issue, or use its commercially reasonable efforts to cause its transfer agent to be issued, to electronically transmit the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise Holder by crediting the account of the Warrants is available for delivery to the Registered Holder of the Warrant or Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (b“DWAC”) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states system or other jurisdictions in which electronic delivery system selected by the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantHolder.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to or upon surrender of the Warrant (or portion thereof) as set forth in Section 3.3.1 or cashless exercise pursuant to Section 3.3.23.3.1(b), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Ordinary Shares underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantvalue and expire worthless.

Issuance of Certificates. No later than three Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (3and in any event within five (5) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment the name of, or, if the requirements of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2SECTION 7 hereof have been satisfied, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; PROVIDED, andHOWEVER, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause deliver such certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be deliveredexecuted on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company, attested to by the manual or facsimile signature of the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities without represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable restrictive legend state securities laws, and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect or such laws, (ii) to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus extent applicable, pursuant to Rule 144 under the Act (or any similar rule under the Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants is exempt stating that an exemption from the registration requirements of under the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantis available."

Issuance of Certificates. No later than three (3) business days following the As soon as practicable after full or partial exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2this Warrant, the Company at its expense (including, without limitation, the payment by it of all taxes and governmental charges applicable to such exercise and issuance of Warrant Shares) shall issue, or cause to be issued, issued in the name of and delivered to the Registered Holder of or such Warrant other persons as directed by the Holder, a certificate or certificates representing (for the total number of Warrant Shares for which this Warrant is being exercised in such denominations as instructed by the Holder, together with any other securities and property to which the Holder is entitled upon exercise under the terms of this Warrant. This Warrant shall be deemed to have been exercised, and the Warrant Shares acquired thereby shall be deemed issued, and the Holder or at any person(s) designated by the option Holder shall be deemed to have become holders of record of such Warrant Shares for all purposes, as of the Registered Holderclose of business on the date that this Warrant, deliver electronically through the facilities duly executed and completed Exercise Notice, and full payment of the Depository Trust CorporationAggregate Purchase Price has been presented and surrendered to the Company in accordance with the provisions of Section 1(b) hereof, notwithstanding that the stock transfer books of the Company may then be closed. In the event this Warrant is only partially exercised, a new Warrant evidencing the right to acquire the number of full shares of Common Stock Warrant Shares with respect to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such this Warrant shall not then have been exercised or surrendered in fullexercised, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoingbe executed, issued and delivered by the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under Holder simultaneously with the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise delivery of the Warrants is available for delivery to the Registered Holder of certificates representing the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantShares so purchased.

Issuance of Certificates. No later than three (3) Within two business days following the exercise of any receipt of a duly completed Election to Purchase, together with this Warrant Certificate and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Exercise Price, the Company shall issueCompany, or at its expense, will cause to be issued, issued in the name of and delivered to the Registered Holder of such Warrant this Warrant, a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full fully paid and non-assessable shares of Common Stock to which he, she or it is entitled, registered in the Holder shall be entitled on such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, exercise. In lieu of issuance of a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoingfractional share upon any exercise hereunder, the Company shall not deliverwill pay the cash value of that fractional share, or cause to be delivered, any securities without applicable restrictive legend pursuant to calculated on the exercise basis of a Warrant unless (a) a registration statement under the Act with respect to Exercise Price. In the event the shares of Common Stock issuable upon exercise of underlying this Warrant Certificate are not registered under the Securities Act for resale under a then effective registration statement, all such Warrants is effective and certificates shall bear a current prospectus relating restrictive legend to the shares of Common Stock issuable upon exercise of effect that the Warrants is available for delivery to Shares represented by such certificate have not been registered under the Registered Holder of Securities Act, and that the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants Shares may not be exercised bysold or transferred in the absence of such registration or an exemption therefrom, or such legend to be substantially in the form of the bold-face language appearing at the top of Page 1 of this Warrant Certificate. Where applicable, the Company shall remove such legends so as to facilitate the transfer of such securities issued topursuant to an effective registration statement or, any Registered if and to the extent applicable, pursuant to Rule 144 under the Securities Act, provided (in the case of Rule 144 transfers) that the Holder has provided such documentation as the Company and its transfer agent shall reasonably require in any state in which such exercise or issuance would be unlawfulconnection therewith. In additionthe event that unlegended certificates have been delivered to a Holder, in and a previously effective registration statement with respect to the underlying securities is no event will longer effective and the underlying securities are not otherwise freely transferable, the Holder shall return such certificates to the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” in exchange for legended certificates of like tenor within 10 days following the Warrantwritten request therefor by the Company.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercised. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act with respect to the Common Stock is effective, subject to the Company satisfying its obligations under Section 6.4 to use its best efforts. In additionthe event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything to the contrary contained in this Warrant Agreement, under no event circumstances will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” settle the Warrantexercise of the Warrants. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. As a result of the provisions of this Section 2.5, any or all of the Warrants may expire unexercised. In no event shall the registered holder be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligations to use its best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it such holder is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant, and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise is effective, subject to the Company satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrants is effective and a current prospectus relating Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything to the shares of Common Stock issuable upon exercise of contrary contained in this Agreement, under no circumstances will the Warrants is available for delivery Company be required to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, net cash settle the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesWarrants. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state jurisdiction in which such exercise or issuance would be unlawful. As a result of the provisions of this Section 3.3.2, any or all of the Warrants may expire unexercised. In addition, in no event will shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company be obligated pursuant to pay an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” registration and ensure a current prospectus is available for delivery by the WarrantWarrant Agent.

Issuance of Certificates. No later than three Upon the exercise of the Warrants in accordance with the terms hereof, the issuance of certificates for the Shares shall be made forthwith (3and in any event within five (5) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof, andprovided, if such Warrant shall not have been exercised or surrendered in fullhowever, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, or (ii) upon the delivery by the holder to the shares Company of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the an opinion of counsel. Reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No Upon the exercise of the Underwriter Warrants, the issuance of certificates for the Units purchased shall be made no later than three (3) business days following thereafter without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Units shall be deliveredexecuted on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Underwriter Warrants, certificates representing the Units purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities without applicable restrictive legend represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, or (ii) upon the delivery by the holder to the shares Company of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.”

Issuance of Certificates. No Not later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Trading Days after each Conversion Date (each, a “Delivery Date”), the Company shall issueshall, at its expense (including the payment by it of any applicable issue or stamp taxes), cause to be issued, issued in the name of and delivered to the Registered Holder, or as the Holder of such Warrant may direct, a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) evidencing the number of full fully paid and nonassessable shares of Common Stock (which number shall be rounded down to the nearest whole share in the event any fractional share may otherwise be issuable upon such conversion and the Company shall pay a cash adjustment to the Holder in respect of such final fraction in an amount equal to such fraction multiplied by the Applicable Conversion Price or Accrued Interest Conversion Price, as applicable) to which hethe Holder shall be entitled upon conversion of all or any portion of the Principal Amount or Accrued Interest (the “Conversion Shares”), she or it is entitled, registered in such name or names denominations as may be directed requested by himthe Holder, her which certificate or it, and, if certificates shall be free of restrictive and trading legends (except for any such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares legends as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to may be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement required under the Act with respect to Securities Act). In lieu of delivering physical certificates for the shares of Common Stock issuable upon exercise any conversion of all or any portion of the Principal Amount or Accrued Interest, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise conversion of all or any portion of the Warrants is available for delivery Principal Amount or Accrued Interest to the Registered Holder (or its designee), by crediting the account of the Warrant Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (bprovided that the same time periods herein as for stock certificates shall apply) in as instructed by the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale Holder (or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantits designee).

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless and shall have no obligation to settle such Warrant exercise unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside (“Registration Condition”). In the event the Registration Condition is not satisfied for one or both of Cash Exercise and Cashless Exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without the applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants Warrant Shares is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds this Warrant, in payment of the Warrant Price pursuant to whole or in part, in accordance with Section 3.3.1 or cashless exercise pursuant to Section 3.3.22(a) hereof, the Company Company, at its expense, shall issue, or cause to be issued, issued in the name of and delivered to the Registered Holder of such Warrant (i) a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as validly issued, fully paid and non-assessable Shares to which the Holder shall be entitled upon such Warrant shall not have been exercised exercise (or surrendered. Notwithstanding uncertificated shares) and, if applicable, (ii) a new warrant of like tenor to purchase all of the foregoing, the Company shall not deliver, or cause to Shares that may be delivered, any securities without applicable restrictive legend purchased pursuant to the exercise portion, if any, of this Warrant not exercised by the Holder. The Holder shall for all purposes hereof be deemed to have become the Holder of record of such Shares on the date on which the Notice of Exercise and payment of the Purchase Price in accordance with Section 2(a) hereof were delivered and made, respectively, irrespective of the date of delivery (physically or electronically) of such certificate or certificates, except that if the date of such delivery, notice and payment is a Warrant unless date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such Shares at the close of business on the next succeeding date on which the stock transfer books are open. Xxxxxx purchased hereunder shall be transmitted by the transfer agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (a“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement under permitting the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise issuance of the Warrants is available Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the Registered address specified by the Holder in the Notice of Exercise by the date that is three Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantif required).

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Warrant Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares Warrant Shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Warrant Shares issuable upon exercise of such Warrants Warrant is effective and a current prospectus relating to the shares of Common Stock Warrant Shares issuable upon exercise of the Warrants Warrant is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise Upon acceptance of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2this Agreement, the Company shall, in its discretion, cause the Restricted Shares to be issued in book entry form in the name of the Grantee or shall issue, or cause a certificate in the name of the Grantee evidencing the Restricted Shares to be issued, . The records of the transfer agent for the Common Stock shall reflect the restricted nature of such shares as provided in this Agreement and the Plan. Any certificate which is issued to Grantee pursuant to the Registered Holder first sentence of this paragraph 5 shall bear a legend substantially to the following effect: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Wausau-Mosinee Paper Corporation 2000 Incentive Stock Plan and a Restricted Stock Agreement. Copies of such Warrant a certificate or certificates representing (or at Plan and Agreement are on file with the option Secretary of the Registered Holder, deliver electronically through Corporation." As soon as reasonably possible upon the facilities first to occur of (a) the satisfaction of all conditions to vesting as to all of the Depository Trust CorporationRestricted Shares subject to the award, and (b) the number Grantee's Termination of full Service, the Corporation shall issue a replacement certificate in the name of the Grantee for all shares of Common Stock as to which he, she the restrictions provided for in this Agreement and the Plan have lapsed and the shares represented by such certificate shall no longer be subject to this Agreement. The issuance or it is entitled, registered in delivery of any certificate (whether subject to restrictions or unrestricted) may be postponed for such name or names period as may be directed required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of the shares represented by him, her or it, and, if such Warrant certificate and the Corporation shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder issue or deliver any cash consideration upon exercise shares of Stock if the issuance or otherwise “net cash settle” the Warrantdelivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant or receipt by the Warrant Agent of the instruments and other documents necessary to Section 3.3.1 or effect a cashless exercise pursuant to Section 3.3.2of the Warrant, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a there is an effective registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to covering the shares of Common Stock issuable upon exercise of the Warrants Warrant, a prospectus relating to such shares of Common Stock is current and available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states state or other jurisdictions jurisdiction in which the Registered Holder registered holder resides. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares of Common Stock included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantunit.

Issuance of Certificates. No later than three (3) business days following the exercise of any Unit Warrant and the clearance of the funds in payment of the Unit Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Unit Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares Shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Unit Warrant shall hall not have been exercised or surrendered in full, a new countersigned Unit Warrant for the number of shares Shares as to which such Unit Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Unit Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants Unit Warrant is effective and a current prospectus relating to the shares Shares of Common Stock issuable upon exercise of the Warrants Unit Warrant is available for delivery to the Registered Holder of the Unit Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants Unit Warrant is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants Unit Warrant may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable underlying such Unit. If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrants is effective and Warrant, to receive a current prospectus relating fractional interest in a share, the Company shall round down to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Companynearest whole number, the exercise number of the Warrants is exempt from the registration requirements of the Act and shares to be issued to such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesholder. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants Ordinary Shares is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Share included in no event will the Company be obligated to pay Subunit that was included in such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantUnit.