Common use of Method of Exercise Payment Clause in Contracts

Method of Exercise Payment. (a) The purchase right represented by this Warrant may only be exercised by Holder, in whole or in part, prior to the Expiration Date (as defined herein) by the surrender of this Warrant and the execution and delivery of a Notice of Exercise in the form attached hereto as Exhibit A (“Notice of Exercise”) at the principal office of the Company, and by the payment to the Company in cash of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock being purchased. Upon any valid exercise of the rights represented by this Warrant, certificates for the Warrant Stock so purchased shall be delivered to Holder as soon as practicable or in the case of uncertificated Warrant Stock, the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Stock as soon as practicable. Such exercise shall be deemed to have been made immediately prior to the close of business on the date of surrender of this Warrant and the delivery of the validly executed notice of exercise. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant Conversion, the Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration) that number of Common Stock under the following formula: X = (Y * (A – B)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at the time the election is made pursuant to this Section 1(b). B = the Warrant Price.

Method of Exercise Payment. (a) The ISSUANCE OF NEW WARRANT. Subject to Section I hereof, the purchase right represented by this Warrant may only be exercised by Holderthe holder hereof, in whole or in partpart and from time to time, prior to at the Expiration Date election of the holder hereof, by (as defined hereina) by the surrender of this Warrant and (with the execution and delivery notice of a Notice of Exercise exercise substantially in the form attached hereto as Exhibit A (“Notice of Exercise”A-1 duly completed and executed) at the principal office of the Company, Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company in cash (a "Wire Transfer") of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock Shares then being purchased; (b) if in connection with a registered public offering of the Company's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering (if any) of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased; or (c) exercise of the "net issuance" right provided for in Section 10.2 hereof. Upon The person or persons in whose name(s) any valid certificate(s) representing shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Stock shares of stock so purchased shall be delivered to Holder the holder hereof as soon as practicable possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or in expired, a new Warrant representing the case portion of uncertificated the Shares, if any, with respect to which this Warrant Stock, shall not then have been exercised shall also be issued to the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Stock holder hereof as soon as practicable. Such exercise shall be deemed to have been made immediately prior possible and in any event within such thirty-day period; provided, however, at such time as the Company is subject to the close reporting requirements of business on the date Securities Exchange Act of surrender 1934, as amended, if requested by the holder of this Warrant and the delivery of the validly executed notice of exercise. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant ConversionWarrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to the Holder a broker or other person (without payment as directed by the Holder of any cash or other considerationholder exercising this Warrant) that number of Common Stock under the following formula: X = (Y * (A – B)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at within the time period required to settle any trade made by the election is made pursuant to holder after exercise of this Section 1(b). B = the Warrant PriceWarrant.

Method of Exercise Payment. a. Subject to Section 1 hereof, and contingent upon the substantially concurrent occurrence of the Subscription Closing (a) The as defined in the Non-Redemption Subscription Agreement, the purchase right represented by this Warrant may only shall be exercised exercisable by Holderthe Holder hereof immediately prior to the Closing (as such term is defined in the Business Combination Agreement), in whole or in part, prior to the Expiration Date (as defined herein) by the surrender of this Warrant and (with the execution and delivery notice of a Notice of Exercise in the exercise form attached hereto as Exhibit EXHIBIT A duly executed (the “Notice of Exercise”) at the principal office of the Company, Company and by the payment to the Company in cash by check or wire transfer to an account designated by the Company of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock Shares then being purchased. Upon For the avoidance of doubt, to the extent not previously exercised, contingent upon the substantially concurrent occurrence of the Subscription Closing (as defined in the Non-Redemption Agreement), this Warrant shall automatically convert into the right to receive Class A common shares of the SPAC (the “SPAC Shares”) pursuant to the merger in accordance with the terms of the Business Combination Agreement. The person in whose name any valid certificate representing shares of Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder of record of, and shall be treated for all purposes as the record holder of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant shares of Stock so purchased shall be delivered to the Holder hereof as soon as reasonably practicable after such exercise; provided, that, as long as the Company is legally permitted to reflect share issuances in book entry or in the case of uncertificated Warrant Stockdematerialized form, the Company’s stock ledger shall be updated to reflect Company may deliver an electronic representation or other evidence of the valid issuance of such the Shares as to which this Warrant Stock has been exercised. Unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof as soon as practicable. Such exercise shall . b. This Warrant may be deemed to have been made immediately prior to exercised for less than the close full number of business on the date shares of surrender of Stock first shown above, provided that this Warrant and the delivery may not be exercised in part for less than a whole number of the validly executed notice shares of Stock. Upon any such partial exercise. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant Conversion, the Company shall deliver at its expense will forthwith issue to the Holder (without payment by a new Warrant or Warrants of like tenor exercisable for the Holder of any cash or other consideration) that number of Common shares of Stock under the following formula: X = as to which rights have not been exercised (Y * (A – Bsubject to adjustment as herein provided)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at the time the election is made pursuant to this Section 1(b). B = the Warrant Price.

Method of Exercise Payment. (a) The Subject to Section 1 hereof, the purchase right represented by this Warrant may only be exercised by Holderthe holder hereof, in whole or in partpart and from time to time, prior to at the Expiration Date election of the holder hereof, by (as defined hereina) by the surrender of this Warrant and (with the execution and delivery notice of a Notice of Exercise exercise substantially in the form attached hereto as Exhibit A (“Notice of Exercise”A-1 duly completed and executed) at the principal office of the Company, Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company in cash (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock Shares then being purchased, or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A-2 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased or (c) exercise of the “net issuance” right provided for in Section 2(b) hereof. Upon The person or persons in whose name(s) any valid certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Stock shares of stock so purchased shall be delivered to Holder the holder hereof as soon as practicable or in and, if requested by the case of uncertificated Warrant Stock, the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Stock as soon as practicable. Such exercise shall be deemed to have been made immediately prior to the close of business on the date of surrender holder of this Warrant and the delivery of the validly executed notice of exercise. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant ConversionWarrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to the Holder a broker or other person (without payment as directed by the Holder of any cash or other considerationholder exercising this Warrant) that number of Common Stock under the following formula: X = (Y * (A – B)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at within the time period required to settle any trade made by the election is made pursuant to holder after exercise of this Section 1(b). B = the Warrant PriceWarrant.

Method of Exercise Payment. (a) In consideration of services performed by Holder as a member of the Board and as an officer, the Company and Holder agree that this Warrant shall vest immediately upon the Company having sufficient shares of common stock authorized by the Company’s Articles of Incorporation, as amended from time to time, to accommodate such exercise. The Company covenants to take all commercially reasonable steps to authorize sufficient common stock to accommodate such exercise. (b) The purchase right represented by this Warrant may only be exercised by Holder, in whole or in part, prior to the Expiration Date (as defined herein) by the surrender of this Warrant and the execution and delivery of a Notice of Exercise in the form attached hereto as Exhibit A (“Notice of Exercise”) at the principal office of the Company, and by the payment to the Company in cash of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock Shares being purchased. Upon any valid exercise of the rights represented by this Warrant, certificates for the Warrant Stock Shares so purchased shall be delivered to Holder as soon as practicable or in the case of uncertificated Warrant StockShares, the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Stock Shares as soon as practicable. Such exercise shall be deemed to have been made immediately prior to the close of business on the date of surrender of this Warrant and the delivery of the validly executed notice of exercise. (bc) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock Shares without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant Conversion, the Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration) that number of shares of Common Stock under the following formula: X = (Y * (A – B)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at the time the election is made pursuant to this Section 1(b). B = the Warrant Price.,

Method of Exercise Payment. (a) Issuance of New Warrant. The purchase ---------------------------------------------------- right represented by this Warrant may only be exercised by Holderthe holder hereof, in whole or in partpart and from time to time, prior to by either, at the Expiration Date election of the holder hereof, (as defined hereina) by the surrender of this Warrant and (with the execution and delivery notice of a Notice of Exercise in the exercise form attached hereto as Exhibit A (“Notice of Exercise”duly executed) at the principal office of the Company, Company and by the payment to the Company in cash Company, by check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased or (b) if in connection with a registered public offering of the Company's securities, the surrender of this Warrant Stock (with the notice of exercise form attached hereto as Exhibit A-I duly executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by check or from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased. Upon The person or persons in whose name(s) any valid certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Stock shares of stock so purchased shall be delivered to Holder the holder hereof as soon as practicable or possible and in the case any event within thirty (30) days of uncertificated Warrant Stock, the Company’s stock ledger shall be updated to reflect the issuance receipt of such notice and, unless this Warrant Stock has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as practicable. Such exercise shall be deemed to have been made immediately prior to the close of business on the date of surrender of this Warrant possible and the delivery of the validly executed notice of exercisein any event within such thirty (30)-day period. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant Conversion, the Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration) that number of Common Stock under the following formula: X = (Y * (A – B)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at the time the election is made pursuant to this Section 1(b). B = the Warrant Price.

Method of Exercise Payment. a. Subject to Section 1 hereof, and contingent upon the substantially concurrent occurrence of the Subscription Closing (aas defined in the PIPE Subscription Agreement) The and shareholder approval, the purchase right represented by this Warrant may only shall be exercised exercisable by Holderthe Holder hereof immediately prior to the Closing (as such term is defined in the Business Combination Agreement), in whole or in part, prior to the Expiration Date (as defined herein) by the surrender of this Warrant and (with the execution and delivery notice of a Notice of Exercise in the exercise form attached hereto as Exhibit A duly executed (the “Notice of Exercise”) at the principal office of the Company, Company and by the payment to the Company in cash by check or wire transfer to an account designated by the Company of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock Shares then being purchased. Upon For the avoidance of doubt, to the extent not previously exercised, contingent upon the substantially concurrent occurrence of the Subscription Closing (as defined in the PIPE Subscription Agreement), this Warrant shall automatically convert into the right to receive Class A common shares of the SPAC (the “SPAC Shares”) pursuant to the merger in accordance with the terms of the Business Combination Agreement, and upon conversion shall be thereafter be registered for resale. The person in whose name any valid certificate representing shares of Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder of record of, and shall be treated for all purposes as the record holder of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant shares of Stock so purchased shall be delivered to the Holder hereof as soon as reasonably practicable after such exercise; provided, that, as long as the Company is legally permitted to reflect share issuances in book entry or in the case of uncertificated Warrant Stockdematerialized form, the Company’s stock ledger shall be updated to reflect Company may deliver an electronic representation or other evidence of the valid issuance of such the Shares as to which this Warrant Stock has been exercised. Unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof as soon as practicable. Such exercise shall . b. This Warrant may be deemed to have been made immediately prior to exercised for less than the close full number of business on the date shares of surrender of Stock first shown above, provided that this Warrant and the delivery may not be exercised in part for less than a whole number of the validly executed notice shares of Stock. Upon any such partial exercise. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant Conversion, the Company shall deliver at its expense will forthwith issue to the Holder (without payment by a new Warrant or Warrants of like tenor exercisable for the Holder of any cash or other consideration) that number of Common shares of Stock under the following formula: X = as to which rights have not been exercised (Y * (A – Bsubject to adjustment as herein provided)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at the time the election is made pursuant to this Section 1(b). B = the Warrant Price.

Method of Exercise Payment. (a) The ISSUANCE OF NEW WARRANT. Subject to Section 1 hereof, the purchase right represented by this Warrant may only be exercised by Holderthe holder hereof, in whole or in partpart and from time to time, prior to at the Expiration Date election of the holder hereof, by (as defined hereina) by the surrender of this Warrant and (with the execution and delivery notice of a Notice of Exercise exercise substantially in the form attached hereto as Exhibit EXHIBIT A (“Notice of Exercise”duly completed and executed) at the principal office of the Company, Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company in cash (a "Wire Transfer") of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Stock Shares then being purchased, or (b) if in connection with a registered public offering of the Company's securities, the surrender of this Warrant (with the notice of exercise form attached hereto as EXHIBIT A-1 duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by certified or bank check or by Wire Transfer from the proceeds of the sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares then being purchased or (c) exercise of the Conversion Right provided for in Section 10.2 hereof. Upon The person or persons in whose name(s) any valid certificate(s) representing shares of Series D Preferred shall be issuable upon exercise of this warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Stock shares of stock so purchased shall be delivered to Holder the holder hereof as soon as practicable possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or in expired, a new Warrant representing the case portion of uncertificated the Shares, if any, with respect to which this Warrant Stock, shall not then have been exercised shall also be issued to the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Stock holder hereof as soon as practicable. Such exercise shall be deemed to have been made immediately prior to the close of business on the date of surrender of this Warrant possible and the delivery of the validly executed notice of exercisein any event within such thirty-day period. (b) Notwithstanding Section 1(a) to the contrary, the Holder may elect to exercise all or a portion of its rights to acquire Warrant Stock without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise) (“Warrant Conversion”). If the Holder elects to pay the Warrant Price through a Warrant Conversion, the Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration) that number of Common Stock under the following formula: X = (Y * (A – B)) / A Where, X = the total number of Common Stock to be issued pursuant to this Section 1(b). Y = the total number of Common Stock the Holder elects to exercise. A = the Fair Market Value of one share of Common Stock at the time the election is made pursuant to this Section 1(b). B = the Warrant Price.