Common use of Payment Clause in Contracts

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value Value” (as defined in this subsection 3.3.1(b3.3.1(c)) of the Common Stock over less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such warrants on a “cashless basis” by surrendering the Warrants warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor The Redemption Fair Market Value” Value shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) five trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agentholders of warrants, pursuant to Section 6.2 hereof; andor (c) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 7 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value (Value,” as defined in this subsection 3.3.1(b4.3.1(b)) of the Common Stock over the Warrant Price , by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)4.3.1(b) and Section 7.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 7 hereof;

Payment. 10.1. WORLDSPAN (or a WORLDSPAN Carrier acting on behalf of WORLDSPAN) shall invoice Participating Carrier each month covering all charges incurred during the previous month. Participating Carrier agrees to pay WORLDSPAN all amounts due pursuant to this Agreement. Subject to Article 10.5 below, Bookings will be invoiced in the provisions month following the creation of the Warrant Booking, subject to credit for Cancellations during such month. Each invoice, except as otherwise provided herein, shall be paid through the applicable ACH or IATA clearinghouse. All invoices shall be paid in U.S. dollars. Participating Carrier agrees to execute and deliver any documents reasonably requested by WORLDSPAN, ACH or IATA regarding the settlement of funds as provided herein. 10.2. In the event that WORLDSPAN elects to suspend services to Participating Carrier pursuant to this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent then WORLDSPAN may, at its corporate trust department (i) discretion, as a condition to reestablishment of the Definitive Warrant Certificate evidencing the Warrants suspended service, require Participating Carrier to be exercised ordeliver to WORLDSPAN a cash deposit, or an irrevocable letter of credit or surety bond issued by a financial institution or surety acceptable to WORLDSPAN, in an amount deemed necessary by WORLDSPAN to secure an estimated two (2) months of charges pursuant to this Agreement. 10.3. Participating Carrier agrees to pay for all Bookings made by WORLDSPAN Users on any of its Code Sharing Flights. WORLDSPAN reserves the case right to require any of Participating Carrier’s Code Sharing carriers to execute a Warrant represented by a book-entry, the Warrants separate agreement with WORLDSPAN to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account guarantee payment of the Warrant Agent at charges for Bookings on Code Sharing Flights. 10.4. In the Depository designated for such purposes in writing event that Participating Carrier believes that any amount charged to it by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock WORLDSPAN pursuant to the exercise of a Warrantthis Agreement is inaccurate, properly completed and executed by the Registered Holder on the reverse then Participating Carrier shall provide WORLDSPAN with written notice within six (6) months of the Definitive Warrant Certificate ordate of the disputed WORLDSPAN invoice. Such written notice shall include Participating Carrier’s explanation or reason for dispute, in and agrees to pay any portion of the case invoice that it does not dispute. Such rejection will be processed by WORLDSPAN through the ACH or IATA clearing house, as appropriate, not later than six (6) months following receipt of a Book-Entry WarrantParticipating Carrier’s notice of dispute, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresappropriate manual of procedure unless otherwise agreed by both parties. Final settlement of disputed amounts will be resolved by prompt negotiations between WORLDSPAN and Participating Carrier, and (iii) resulting payments, if any, will be made outside the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the clearing house within ten (10) trading days ending on following receipt of a supplemental invoice. Failure to advise WORLDSPAN of any dispute within six (6) months of the third (3rd) trading day date of the invoice shall constitute a waiver by Participating Carrier of any alleged inaccuracy. 10.5. Participating Carrier acknowledges and agrees that, notwithstanding the foregoing, fees for Bookings through DATAS II are currently invoiced following the month of departure of the flight and that Bookings through PARS are invoiced following the month that the Booking is created. WORLDSPAN intends to change the time that DATAS II Bookings are invoiced and will provide Participating Carrier reasonable notice prior to implementing such change. 10.6. In the date on which event that Participating Carrier is not a member of either ACH or IATA or is denied the notice of exercise ability to pay WORLDSPAN amounts due pursuant to this Agreement through either the ACH clearing house or the IATA clearing house, then, and only then, WORLDSPAN shall invoice Participating Carrier and Participating Carrier shall pay WORLDSPAN as follows: WORLDSPAN shall invoice to Participating Carrier following the end of the Private Placement Warrant month in which charges become payable, which invoice shall be paid directly to WORLDSPAN within thirty (30) days after receipt. Any payment not received by WORLDSPAN within such thirty (30) day period shall accrue interest at the rate of 1% per month or Working Capital Warrant the highest amount permitted by law, whichever is sent less. Participating Carrier will pay WORLDSPAN a deposit in an amount equal to the Warrant Agent; andaverage estimated charges under this Agreement during a two month period, which WORLDSPAN may apply against any amount due WORLDSPAN under the Agreement that is not timely paid by Participating Carrier. WORLDSPAN will refund to Participating Carrier the unused portion of the deposit upon termination of the Agreement. Participating Carrier may not elect to apply the deposit to any obligation in lieu of any payment due under the Agreement. All payments shall be made in U.S. dollars.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company elects to require holders of the Warrants to exercise such warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrantswarrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock our Class A ordinary shares over the Warrant Price exercise price of the warrants by (y) the Sponsor Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder Holders on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds;Agent; or (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value Value” (as defined in this subsection 3.3.1(b)below) of the Common Stock over and the Warrant Price divided by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof; andor

Payment. Subject In consideration of the timely and satisfactory performance of the services described in Sections 1, 2, and 3 above (the “Services”), NLCS shall be compensated in the manner and amount prescribed by the attached Schedule A. If NLCS shall be requested by the Fund or is required by governmental summons, subpoena, investigation, examination or other legal or regulatory process to perform services outside the scope of the Services (such services, hereinafter referred to as “Extraordinary Services”), the Fund shall compensate NLCS for the performance of such Extraordinary Services at NLCS’s then current standard hourly billing rate for NLCS’s professional time as set forth on Schedule A and reimburse NLCS for any out-of-pocket expenses, including attorneys’ fees, incurred by NLCS in connection therewith. By way of example, and without intending to limit the foregoing, if the Fund shall request that NLCS assist the Fund’s adviser in preparing for and/or responding to any information request or audit of any regulatory authority, the same shall constitute an Extraordinary Service, and NLCS shall, if it elects to provide such assistance, be entitled to be compensated at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any out-of-pocket expenses incurred in connection therewith. Additionally, in the event NLCS is requested, pursuant to subpoena or other legal process, or advised by its own legal counsel or legal counsel to the provisions Fund in advance of the Warrant and having received any such request, to prepare for, provide testimony or produce any documents relating to its engagement under this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with or anticipation of judicial or administrative proceedings to which NLCS is not a party, or in which NLCS is or may become a named party because of its engagement under this Agreement, NLCS shall promptly notify the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Fund and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied shall be compensated by the excess of the Fair Market Value (as defined Fund at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any out-of-pocket expenses, including attorneys’ fees, incurred in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior responding to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andsuch request.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 in which the Company elects to require holders of the Warrants to exercise such warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrantswarrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock Class A ordinary shares over the Warrant Price exercise price of the warrants by (y) the Sponsor Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market ValuePrice. Solely for purposes of this subsection 3.3.1(b)) and Section 6.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if applicable), may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares and the issuance of such shares of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value, provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported Class A Ordinary Shares for the ten (10) 10 trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the holders of Warrant Agentpursuant to Section 6 hereof; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a in book-entryentry form, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)) of the Common Stock , over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject 4.1 Charges associated with the provision of Services to the provisions of Merchant and Device Rentals (“Fees”) shall be in accordance with the Warrant and this Agreement, a Warrant may be exercised pricing terms agreed to by the Registered Holder thereof by delivering Merchant at the time of subscribing to the Warrant Agent at its corporate trust department (i) Services on the Definitive Warrant Certificate evidencing Website. The Merchant agrees that such Fees shall be charged according to the Warrants manner, rates and frequency specified in the said pricing terms. All Fees will be deducted from the monies required to be exercised orsettled to the Merchant. However, in if the case Device rentals are not deducted from the transaction settlement amount then the same will be deducted from e-nach /e-mandate set up by the Merchant at the instruction of a Warrant represented by a book-entry, Razorpay POS. 4.2 The Parties agree that the Warrants to be exercised (the “Book-Entry Warrants”) Fees are exclusive of applicable taxes and Razorpay shall charge such applicable taxes on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository Fees from time to time, (ii) an election to purchase (“Election to Purchase”) . It is agreed that any Common Stock pursuant to statutory variations in applicable taxes during the exercise subsistence of a Warrant, properly completed and executed this Agreement shall be borne by the Registered Holder Merchant. 4.3 In the event of any delay in payment of any amounts to Razorpay beyond the due date of payment, Razorpay at its sole discretion may opt one or more of the following remedies: i. Charge a late payment interest at the rate of 15% per annum on the reverse due amount; ii. Suspend some or all of the Definitive Warrant Certificate orService(s) it provides under this agreement, until payment of the due amount. Consequently, it is agreed between the parties that Razorpay shall not be liable for any loss, damages, claims including third party claims, which may result owing to suspension of some or all of services by Razorpay in the case of a Booknon-Entry Warrant, properly delivered by payment or delayed payment. iii. Set off the institutions that have accounts with due amount from the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft transaction settlement amount payable to the order of the Warrant Agent Merchant. YOUR PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THE PROVISIONS OF OURPRIVACY POLICY. You may address any complaints or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal discrepancies in relation to the quotient obtained by dividing processing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)including storing and using) of the Common Stock over the Warrant Price by Your Personal Information (yincluding Sensitive Personal Information) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andto:

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder Holders on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds;Agent; or (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof; andor

Payment. Subject Each payment required to the provisions of the Warrant and be made by NRG to a Tax Indemnitee pursuant to this Agreement, a Warrant may Section 12.2 shall be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department paid either (i) when due directly to the Definitive Warrant Certificate evidencing applicable taxing authority by NRG if it is permitted to do so, or (ii) where direct payment is not permitted and with respect to gross up amounts in immediately available funds to such Tax Indemnitee by the Warrants to latest of (A) fifteen (15) days following NRG’s receipt of the Tax Indemnitee’s written demand for the payment (which demand shall be exercised oraccompanied by a statement of the Tax Indemnitee describing in reasonable detail the Taxes for which the Tax Indemnitee is demanding indemnity and the computation of such Taxes), (B) in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock amounts which are being contested pursuant to such paragraph (g), fifteen (15) days following the exercise time and in accordance with a final determination of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, such contest or (C) in the case of any indemnity demand for which NRG has requested review and determination pursuant to paragraph (d) below, the completion of such review and determination, but in no event later than the date which is three (3) Business Days prior to the date payment of such Taxes is due. Any amount payable to NRG pursuant to paragraph (e) or (f) below shall be paid within fifteen (15) days after the Tax Indemnitee realizes a Book-Entry WarrantTax Benefit giving rise to a payment under paragraph (e) or receives a refund or credit giving rise to a payment under paragraph (f), properly delivered by as the institutions that have accounts with the Depository in accordance with the Depository’s procedurescase may be, and (iii) the payment in full shall be accompanied by a statement of the Warrant Price Tax Indemnitee computing in reasonable detail the amount of such payment. Upon the final determination of any contest pursuant to paragraph (g) below in respect of any Taxes for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the WarrantNRG has made a Tax Advance, the exchange amount of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: NRG’s obligation under paragraph (a) in lawful money above shall be determined as if such Tax Advance had not been made. Any obligation of NRG under this Section 12.2 and the United StatesTax Indemnitee’s obligation to repay the Tax Advance will be satisfied first by set off against each other, in good certified check or good bank draft payable to the order of the Warrant Agent or and any difference owing by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the either party will be paid within ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andsuch final determination.

Payment. Subject Each payment required to the provisions of the Warrant and be made by ▇▇▇▇▇ City to a Tax Indemnitee pursuant to this Agreement, a Warrant may SECTION 10.2 shall be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department paid either (i) when due directly to the Definitive Warrant Certificate evidencing applicable taxing authority by ▇▇▇▇▇ City if it is permitted to do so, or (ii) where direct payment is not permitted and with respect to gross up amounts in immediately available funds to such Tax Indemnitee by the Warrants to latest of (A) 15 days following ▇▇▇▇▇ City's receipt of the Tax Indemnitee's written demand for the payment (which demand shall be exercised oraccompanied by a statement of the Tax Indemnitee describing in reasonable detail the Taxes for which the Tax Indemnitee is demanding indemnity and the computation of such Taxes), (B) in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock amounts which are being contested pursuant to such paragraph (g), 15 days following the exercise time and in accordance with a final determination of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, such contest or (C) in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, any indemnity demand for which ▇▇▇▇▇ City has requested review and determination pursuant to paragraph (iiid) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrantbelow, the exchange of the Warrant for the shares of Common Stock and the issuance completion of such shares of Common Stockreview and determination, as follows: (a) but in lawful money of no event later than the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day date which is three Business Days prior to the date on which payment of such Taxes is due. Any amount payable to ▇▇▇▇▇ City pursuant to paragraph (e) or (f) below shall be paid within 15 days after the notice of exercise Tax Indemnitee realizes a Tax Benefit giving rise to a payment under paragraph (e) or receives a refund or credit giving rise to a payment under paragraph (f), as the case may be, and shall be accompanied by a statement of the Private Placement Warrant or Working Capital Warrant is sent Tax Indemnitee computing in reasonable detail the amount of such payment. Upon the final determination of any contest pursuant to paragraph (g) below in respect of any Taxes for which ▇▇▇▇▇ City has made a Tax Advance, the Warrant Agent; andamount of ▇▇▇▇▇ City's obligation under paragraph (a) above shall be determined as if such Tax Advance had not been made. Any obligation of ▇▇▇▇▇ City under this SECTION 10.2 and the Tax Indemnitee's obligation to repay the Tax Advance will be satisfied first by set off against each other, and any difference owing by either party will be paid within 10 days of such final determination. All payments required to be made by ▇▇▇▇▇ City pursuant to this SECTION 10.2 shall be made on an After-Tax Basis.

Payment. Subject to the provisions of the Public Warrant and this Agreement, a Public Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised orAgent, in the case Borough of a Warrant represented by a book-entryManhattan, City and State of New York, with the Warrants to be exercised (subscription form, as set forth in the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Public Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresduly executed, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock as to which the Public Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Public Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire transfer payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentPublic Warrants pursuant to Section 6 hereof; andor (c) in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination, by surrendering such Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;; or (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Sponsor Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant Warrant, as applicable, is sent to the Warrant Agent; and. The Warrant Agent shall forward funds received for warrant exercises in a given month by the fifth (5th) business day of the following month by wire transfer to an account designated by the Company. Only whole Warrants are exercisable, and a holder of the Warrants will not be able to exercise any fraction of a Warrant.

Payment. Subject (a) Lessee's indemnity obligation to a Tax Indemnitee under this Section 9.3 shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 9.3 and any tax benefits actually recognized by such Tax Indemnitee as a result of the indemnifiable Tax (including, without limitation, any benefits recognized as a result of an indemnifiable Tax being utilized by such Tax Indemnitee as a credit against Taxes not indemnifiable under this Section 9.3), shall equal the amount of the Tax indemnifiable under this Section 9.3. (b) At Lessee's request, the computation of the amount of any indemnity payment owed by Lessee or any amount owed by a Tax Indemnitee to Lessee pursuant to this Section 9.3 shall be verified and certified by an independent public accounting firm selected by such Tax Indemnitee and reasonably satisfactory to Lessee. Such verification shall be binding. The costs of such verification (including the fee of such public accounting firm) shall be borne by Lessee unless such verification shall result in an adjustment in Lessee's favor of 5% or more of the net present value of the payment as computed by such Tax Indemnitee, in which case the costs shall be paid by such Tax Indemnitee. (c) Each Tax Indemnitee shall provide Lessee with such certifications, information and documentation as shall be in such Tax Indemnitee's possession and as shall be reasonably requested by Lessee to minimize any indemnity payment pursuant to this Section 9.3; provided, that notwithstanding anything to the contrary contained herein, no Tax Indemnitee shall be required to provide Lessee with any Tax returns. (d) Each Tax Indemnitee shall promptly forward to Lessee any written notice, ▇▇▇▇ or advice received by it from any Taxing Authority concerning any Tax for which it seeks indemnification under this Section 9.3. Lessee shall pay any amount for which it is liable pursuant to this Section 9.3 directly to the appropriate Taxing Authority if legally permissible or upon demand of a Tax Indemnitee, to such Tax Indemnitee within 30 days of such demand (or, if a contest occurs in accordance with Section 9.3.4, within 30 days after a Final Determination (as defined below)), but in no event more than one Business Day prior to the date the Tax to which such amount payable hereunder relates is due. If requested by a Tax Indemnitee in writing, Lessee shall furnish to the appropriate Tax Indemnitee the original or a certified copy of a receipt for Lessee's payment of any Tax paid by Lessee or such other evidence of payment of such Tax as is acceptable to such Tax Indemnitee. Lessee shall also furnish promptly upon written request such data as any Tax Indemnitee may reasonably require to enable such Tax Indemnitee to comply with the requirements of any taxing jurisdiction unless such data is not reasonably available to Lessee or, unless such data is specifically requested by a Taxing Authority, is not customarily furnished by domestic air carriers under similar circumstances. For purposes of this Section 9.3, a "Final Determination" shall mean (i) a decision, judgment, decree or other order by any court of competent jurisdiction that occurs pursuant to the provisions of the Warrant Section 9.3.4, which decision, judgment, decree or other order has become final and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to timeunappealable, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository closing agreement or settlement agreement entered into in accordance with the Depository’s proceduresSection 9.3.4 that has become binding and is not subject to further review or appeal (absent fraud, and misrepresentation, etc.), or (iii) the payment in full termination of administrative proceedings and the expiration of the Warrant Price time for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due instituting a claim in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; anda court proceeding.

Payment. Subject to the provisions of the Warrant and this Agreement, A Registered Holder may exercise a Warrant may be exercised by delivering, not later than 5:00 P.M., New York City local time, on any Business Day during the Registered Holder thereof by delivering Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant), properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as Warrant to which the Warrant is be exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United StatesStates of America by certified or official bank check or by bank wire transfer in immediately available funds; provided, however, that with respect to the Insider Warrants, any holder of Insider Warrants may, in good certified check or good bank draft payable to the order lieu of payment of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Price, surrender its Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the surrendered Insider Warrants, multiplied by the excess of difference between the Fair Market Value (as defined in this subsection 3.3.1(b)below) of the Common Stock over and the Warrant Price by (y) the Sponsor Fair Market Value; provided, further, that with respect to the Warrants, other than the Insider Warrants, the Company may require that in lieu of providing the Warrant Price, the holder of such Warrants will receive, upon surrender of its Warrants, that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the surrendered Warrants, multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the The “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported for the ten (10) 10 trading days ending on the third (3rd) 3rd trading day prior to (i) the date on which the notice of redemption is sent to holders of Warrant pursuant to Section 6 hereof or (ii) in the case of a cashless exercise at the option of a holder of Insider Warrants, the date on which such holder delivers an Election to Purchase. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City local time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Private Placement Warrants are received of the amount so deposited to its account. The Warrant or Working Capital Warrant is sent Agent shall promptly confirm such telephonic advice to the Warrant Agent; andCompany in writing.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a in book-entryentry form, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary, to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved]; (c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value,” as defined in this subsection 3.3.1(b3.3.1(c)) of the Common Stock , over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), ) the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andThe Warrant Agent shall forward funds received for warrant exercises in a given month by the (5th) business day of the following month by wire transfer to an account designated by the Company.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved]; (c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value Value” (as defined in this subsection 3.3.1(b3.3.1(c)) of the Common Stock over less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election subscribe for(“Election to PurchaseSubscribe”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 7 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)Section 4.3.1(b) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)Section 4.3.1(b) and Section 7.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) 10 trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 7 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivering delivering, not later than 5:00 p.m., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its corporate trust department successor as Warrant Agent (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase in the form attached hereto as part of Exhibit A or Exhibit B (the “Election to Purchase”) any Common Stock pursuant ), as applicable, the Ordinary Shares underlying the Warrants to the exercise of a Warrantbe exercised, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate orexecuted, or in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, procedures and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is Warrants are exercised and any and all applicable taxes due in connection with the exercise of the WarrantWarrants, the exchange of the Warrant Warrants for the shares of Common Stock Ordinary Shares, and the issuance of such shares of Common Stockthe Ordinary Shares in full, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order Company; provided, however, that the holders of the Founders’ Warrants may pay the Warrant Agent or by wire transfer of immediately available funds; (b) Price by surrendering the Founders’ Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over and the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(bValue (a “Cashless Basis”); and provided, further, that upon exercising its option to redeem the Redeemable Warrants (as defined below), the Company may exercise its option to require all Registered Holders of Redeemable Warrants that elect to exercise their Redeemable Warrants prior to the scheduled redemption date to exercise such Redeemable Warrants on a Cashless Basis. “Sponsor Fair Market Value” shall mean means the volume-weighted average last reported sale sales price of the Common Stock Ordinary Shares in the principal trading market for the Ordinary Shares as reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (or successor exchange), as the case may be, for the ten (10) 10 consecutive trading days ending on the third (3rd) trading day prior to preceding the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of Redeemable Warrants.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)) and Section 6.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Purchaser of the Warrant Offer Conditions as of any scheduled Expiration Date, Purchaser shall, and BGCP shall cause Purchaser to, consummate the Offer and accept for payment and pay for (subject to any withholding of Tax pursuant to this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (iSection 1.2(d)) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock all Shares validly tendered and not validly withdrawn pursuant to the exercise of a Warrant, properly completed Offer promptly (and executed by in any event within three Business Days) after the Registered Holder on the reverse expiration of the Definitive Warrant Certificate orOffer on such Expiration Date. Notwithstanding any of the foregoing contained in this Section 1.2(d), Purchaser expressly reserves the right to delay payment for all Shares until the Regulatory Condition has been satisfied. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the case terms and subject to the conditions of a Book-Entry Warrant, properly delivered the Offer. GFI agrees that no Shares held by GFI or any of its Subsidiaries will be tendered to Purchaser pursuant to the institutions that have accounts with Offer. Acceptance for payment of Shares pursuant to and subject to the Depository conditions of the Offer upon the expiration of the Offer is referred to in accordance with this Agreement as the Depository’s procedures“Offer Closing”, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” BGCP, Purchaser or the Depositary for the Offer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of exercise Shares such amounts as BGCP, Purchaser or the Depositary is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax Law. To the extent that amounts are so withheld and paid over by BGCP, Purchaser or the Depositary to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Private Placement Warrant Shares in respect of which such deduction and withholding was made by BGCP, Purchaser or Working Capital Warrant is sent to the Warrant Agent; andDepositary.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivering submitting a duly executed Election to Purchase attached to the Warrant Agent applicable Warrant, at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account office of the Warrant Agent Agent, or at the Depository designated for such purposes in writing office of its successor as Warrant Agent, which may be done by the Warrant Agent to the Depository from time to timefax or email delivery, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrantand by paying, properly completed and executed by the Registered Holder on the reverse within one Trading Day of the Definitive Warrant Certificate ordate of exercise, in full the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Exercise Price for each full share of Common Stock Share as to which the Warrant is exercised and any and all applicable taxes due in connection with (the exercise of the Warrant“Aggregate Exercise Price”), the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, by wire transfer or in good certified check or good bank draft payable to the order of the Warrant Agent Company or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the WarrantsCashless Exercise or Alternate Cashless Exercise, multiplied by the excess of the Fair Market Value (if permitted under, and in accordance with, Section 3.3.2. Except as defined otherwise set forth in this subsection 3.3.1(b)Agreement, no ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required; provided, however, that if the Company’s transfer agent is not participating in the Depository’s Fast Automated Securities Transfer Program and the Registered Holder requests that the Common Stock over Shares be issued or registered to a holder other than the Registered Holder, then an ink-original Election to Purchase and a medallion guarantee shall be required. If a Warrant Price Certificate is held by (y) a Depository, then no physical delivery of a Warrant Certificate in order to effect an exercise hereunder shall be required and, if a Warrant Certificate is held by any person other than the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)Depository, the Registered Holder shall be required to physically deliver a Warrant Certificate in order to effect an exercise hereunder. The term “Sponsor Fair Market ValueTrading Day” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading means a day prior to the date on which the notice of exercise of principal securities exchange or trading market on which the Private Placement Warrant Common Shares are listed or Working Capital Warrant quoted for trading is sent to the Warrant Agent; andopen for trading.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Class A ordinary shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full Class A ordinary share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares of Common Stock and the issuance of such shares of Common StockClass A ordinary shares, as follows: (a) in lawful money of the United States, in a good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants that wish to exercise their Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)) and Section 6.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Class A ordinary shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject In consideration of the timely and satisfactory performance of the services described in Sections 1 through 3, NLCS shall be compensated in the manner and amount prescribed by the attached Schedule A. If NLCS shall be requested by the Fund or is required by governmental summons, subpoena, investigation, examination or other legal or regulatory process to perform services outside the scope of the Services (such services, hereinafter referred to as “Extraordinary Services”), the Fund shall compensate NLCS for the performance of such Extraordinary Services at NLCS’s then current standard hourly billing rate for NLCS’s professional time as set forth on Schedule A and reimburse NLCS for any reimbursable expenses, including attorneys’ fees, incurred by NLCS in connection therewith. By way of example, and without intending to limit the foregoing, if the Fund shall request that NLCS assist the Fund’s adviser in preparing for and/or responding to any information request or audit of any regulatory authority, the same shall constitute an Extraordinary Service, and NLCS shall, if it elects to provide such assistance, be entitled to be compensated at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any reimbursable expenses incurred in connection therewith. Additionally, in the event NLCS is requested, pursuant to subpoena or other legal process, or advised by its own legal counsel or legal counsel to the provisions Fund in advance of the Warrant and having received any such request, to prepare for, provide testimony or produce any documents relating to its engagement under this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with or anticipation of judicial or administrative proceedings to which NLCS is not a party, or in which NLCS is or may become a named party because of its engagement under this Agreement, NLCS shall promptly notify the exercise Fund and shall be compensated by the Fund at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any reimbursable expenses, including attorneys’ fees, incurred in responding to such request. Notwithstanding the foregoing, and for the avoidance of doubt, the parties acknowledge and agree that the Chief Compliance Officer’s participation in responding to inquiries of the Warrant, the exchange SEC made as part of any routine examination of the Warrant for the shares of Common Stock Fund’s compliance policies and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied procedures by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely SEC, will not be considered Extraordinary Services for purposes of this subsection 3.3.1(b)Section 4. Moreover, except to the “Sponsor Fair Market Value” extent NLCS reasonably believes and/or is advised by its own legal counsel that its failure to perform or delay in performing Extraordinary Services would likely result in liability to NLCS, NLCS shall mean seek the volume-weighted average last reported sale price of Board’s prior written approval before engaging in such Extraordinary Services. Any failure by NLCS to obtain the Common Stock Board’s prior written approval in such circumstances will void the Fund’s obligation as reported set forth in this Section 4 to pay NLCS for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice performance of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andsuch Extraordinary Services.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) The Participating Holders shall effect the Definitive Warrant Certificate evidencing purchase of the Warrants Remaining Shares with payment by check or wire transfer against delivery of the Remaining Shares to be exercised orpurchased at a time and place agreed upon between the parties, in which time shall be no later than [***] after Delivery to the case Company of the Transfer Notice, unless the Transfer Notice contemplated a Warrant represented by a booklater closing with the prospective third-entry, party transferee(s) or unless the Warrants value of the consideration to be exercised (paid for the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Offered Shares has not yet been established pursuant to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, Section 2.1(e)(ii). (ii) an election to Should the purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, price specified in the case Transfer Notice or Additional Transfer Notice be payable in a form of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full consideration other than cash or evidences of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrantindebtedness, the exchange of the Warrant for the shares of Common Stock Company (and the issuance Participating Holders) shall have the right to pay such purchase price in an amount of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock cash equal to the quotient obtained fair market value of such consideration. If the Selling Common Holder and the Company (or the Participating Holders) cannot agree on such fair market value within [***] after Delivery to the Company of the Transfer Notice (or the Delivery of the Additional Transfer Notice to the Holders), the valuation shall be made by dividing an appraiser of recognized standing selected by the Selling Common Holder and the Company (xor [***] of the Participating Holders) or, if they cannot agree on an appraiser within [***] after Delivery to the product Company of the Transfer Notice (or the Delivery of the Additional Transfer Notice to the Holders), each shall select an appraiser of recognized standing and those appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Selling Common Holder, on the one hand, and the Company (and, to the extent there are any, the Participating Holders, on the other hand, with that half of the cost to be borne by the Company and the Participating Holders to be apportioned on a pro rata basis based on the number of shares each such party has expressed an interest in purchasing pursuant to this Section 2). If the time for the closing of Common Stock underlying the Warrants, multiplied Company’s purchase or the Participating Holders’ purchase has expired but the determination of the value of the purchase price offered by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)prospective transferee(s) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)has not been finalized, the “Sponsor Fair Market Value” then such closing shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending be held on the third (3rd) trading day or prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent [***] after such valuation shall have been made pursuant to the Warrant Agent; andthis Section 2.1(e)(ii).

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate certificates evidencing the Warrants to be exercised orexercised, or in the case of a Warrant Warrants represented by a book-book entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election form, duly executed, electing to Purchase”) any Common Stock pursuant to the exercise of a such Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate warrant certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, ; and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundswire; (b) [reserved] (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andthe

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised orAgent, in the case City and State of a Warrant represented New York, with the subscription form, as set forth in the Warrant, duly executed, and by a book-entrypaying in full, in lawful money of the Warrants United States, in cash, good certified check or good bank draft payable to be exercised (the “Book-Entry Warrants”) on order of the records of The Depository Trust Company (the “Depository”) or as otherwise agreed to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to timeCompany), (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Stock, and the issuance of such shares of the Common Stock, as follows:; (a) in lawful money of provided, however, that with respect to any Insider Warrants purchased by the United StatesInsider, in good certified check so long as such Insider Warrants are held by the Insider or good bank draft payable to the order of its affiliates, such holders may pay the Warrant Agent or by wire transfer of immediately available funds; (b) Price by surrendering the Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the WarrantsWarrant, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the "Fair Market Value" (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor The "Fair Market Value” " shall mean the volume-weighted average last reported sale sales price of the Common Stock in the principal trading market for the Common Stock as reported by any national securities exchange or quoted on the NASD OTC Bulletin Board (or successor exchange), as the case may be, for the ten (10) five trading days ending on the third (3rd) trading day prior to preceding the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant AgentInsider Warrants are exercised; and

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time), (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to with the exercise of a subscription form, as set forth in the Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (or, in the case of a BookWarrant represented by a book-Entry Warrantentry, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures), and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;transfer; or (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the Fair Market Value (as defined in this subsection 3.3.1(b)below) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 in which the Company elects to require holders of the Warrants to exercise such warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrantswarrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock Ordinary Shares over the Warrant Price exercise price of the warrants by (y) the Sponsor Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for Ordinary Shares during the ten (10) trading days ending on the third (3rd) trading day prior to immediately following the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over less the Warrant Price by (y) the Sponsor Fair Market ValueValue and (B) 0.361. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to immediately following the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Compliance Department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsWire; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)) and Section 6.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money Lessee's indemnity obligation to a Tax Indemnitee under this Section 9.3 shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the United States, in good certified check or good bank draft amounts payable to the order under this Section 9.3 and any tax benefits actually recognized by such Tax Indemnitee as a result of the Warrant Agent or indemnifiable Tax (including, without limitation, any benefits recognized as a result of an indemnifiable Tax being utilized by wire transfer such Tax Indemnitee as a credit against Taxes not indemnifiable under this Section 9.3), shall equal the amount of immediately available funds;the Tax indemnifiable under this Section 9.3. (b) At Lessee's request, the computation of the amount of any indemnity payment owed by surrendering Lessee or any amount owed by a Tax Indemnitee to Lessee pursuant to this Section 9.3 shall be verified and certified by an independent public accounting firm selected by such Tax Indemnitee and reasonably satisfactory to Lessee. Such verification shall be binding. The costs of such verification (including the Warrants for fee of such public accounting firm) shall be borne by Lessee unless such verification shall result in an adjustment in Lessee's favor of 5% or more of the net present value of the payment as computed by such Tax Indemnitee, in which case the costs shall be paid by such Tax Indemnitee. (c) Each Tax Indemnitee shall provide Lessee with such certifications, information and documentation as shall be in such Tax Indemnitee's possession and as shall be reasonably requested by Lessee to minimize any indemnity payment pursuant to this Section 9.3; provided, that number of shares of Common Stock equal notwithstanding anything to the quotient obtained contrary contained herein, no Tax Indemnitee shall be required to provide Lessee with any Tax returns. (d) Each Tax Indemnitee shall promptly forward to Lessee any written notice, ▇▇▇▇ or advice received by dividing it from any Taxing Authority concerning any Tax for which it seeks indemnification under this Section 9.3. Lessee shall pay any amount for which it is liable pursuant to this Section 9.3 directly to the appropriate Taxing Authority if legally permissible or upon demand of a Tax Indemnitee, to such Tax Indemnitee within 30 days of such demand (x) the product of the number of shares of Common Stock underlying the Warrantsor, multiplied by the excess of the Fair Market Value if a contest occurs in accordance with Section 9.3.4, within 30 days after a Final Determination (as defined in this subsection 3.3.1(bbelow)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andbut in no event more than one Business Day

Payment. Subject (1) Borrower’s indemnity obligation to a Tax Indemnitee under this Section 10(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 10(c) and any Tax Benefits realized by such Tax Indemnitee as a result of the indemnifiable Tax (including any benefits realized as a result of such Tax Indemnitee’s use of an indemnifiable Tax as a credit against Taxes not indemnifiable under this Section 10(c)), shall equal the amount of the Tax indemnifiable under this Section 10(c). (2) At Borrower’s request, in the event there is a dispute with respect to the computation of the amount of any indemnity payment owed by Borrower or any amount owed by a Tax Indemnitee to Borrower pursuant to this Section 10(c) (including, without limitation, whether a Tax refund has been received that a Tax Indemnitee would be required to pay to Borrower pursuant to Section 10(c)(vi) and whether a Tax Benefit has been realized that a Tax Indemnitee would be required to pay to Borrower pursuant to Section 10(c)(iv)(5))such computation shall be verified and certified by an independent public accounting firm selected by such Tax Indemnitee and reasonably satisfactory to Borrower. Each Tax Indemnitee shall upon request provide to such accounting firm such information in such Tax Indemnitee’s possession or control as is reasonably necessary (which such determination is in such accounting firm’s sole discretion, exercised in good faith), for the performance of such verification (subject to the accounting firm’s execution and delivery of a confidentiality agreement in form and substance reasonably acceptable to the Tax Indemnitee); provided, however, that in no event shall the tax returns, filings and confidential work papers of such Tax Indemnitee be required to be disclosed (provided that the disclosure of information set forth in such tax returns, filings and confidential work papers) (as distinct from such returns, filings and work papers, shall be provided and shall not be protected from disclosure if needed for the verification of the computation of such indemnity payment or such other amount owed to Borrower). For the avoidance of doubt, in no event shall Borrower have the right to receive any information provided to the accounting firm pursuant to the prior sentence. Such verification shall be binding. The costs of such verification (including the fee of such public accounting firm) shall be borne by Borrower unless such verification results in an adjustment in Borrower’s favor that exceeds the greater of (A) 7.5% of the net present value of the payment as computed by such Tax Indemnitee or (B) $15,000, in which case the costs shall be paid by such Tax Indemnitee. (3) Each Tax Indemnitee shall provide Borrower with such certifications, and such information and documentation in such Tax Indemnitee’s possession or control, and Borrower reasonably requests to minimize any indemnity payment pursuant to this Section 10(c). (4) Each Tax Indemnitee shall promptly forward to Borrower any written notice, ▇▇▇▇, or advice that such Tax Indemnitee receives from any Taxing Authority concerning any Tax for which it seeks indemnification under this Section 10(c). Borrower shall pay any amount for which it is liable pursuant to this Section 10(c) directly to the appropriate Taxing Authority if legally permissible, or, upon demand of a Tax Indemnitee, to such Tax Indemnitee within thirty (30) days of such demand (or, if a contest occurs in accordance with Section 10(c)(v), within thirty (30) days after a Final Determination (as defined below)), but in no event more than three (3) Business Days before the related Tax is due. If requested by a Tax Indemnitee in writing, Borrower shall furnish to the appropriate Tax Indemnitee the original or a certified copy of a receipt for Borrower’s payment of any Tax paid by Borrower (if such a receipt is reasonably obtainable from the applicable Taxing Authority), or such other evidence of payment of such Tax as is reasonably acceptable to such Tax Indemnitee. Borrower shall also furnish promptly upon written request such data as any Tax Indemnitee reasonably requires to enable such Tax Indemnitee to comply with the requirements of any taxing jurisdiction, unless such data are not within the possession or control of Borrower or (unless such data are specifically requested by a Taxing Authority) are not customarily furnished by U.S. domestic air carriers under similar circumstances. For purposes of this Section 10(c), a “Final Determination” is (1) a decision, judgment, decree, or other order by any court of competent jurisdiction that occurs pursuant to the provisions of the Warrant Section 10(c)(v), which decision, judgment, decree, or other order has become final and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to timeunappealable, (ii2) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository closing agreement or settlement agreement entered into in accordance with Section 10(c) (v) that has become binding and is not subject to further review or appeal (absent fraud, misrepresentation, etc.), or (3) the Depository’s procedurestermination of administrative proceedings and the expiration of the time for instituting a claim in a court proceeding. (5) If any Tax Indemnitee actually realizes a Tax Benefit by reason of any Tax paid or indemnified by Borrower pursuant to this Section 10(c) (whether such Tax Benefit arise by means of a foreign tax credit, depreciation or cost recovery deduction, or otherwise), and such savings is not otherwise taken into account in computing such payment or indemnity, such Tax Indemnitee shall pay to Borrower an amount equal to the lesser of (1) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, and (iii2) the payment in full amount of all payments pursuant to this Section 10(c) by Borrower to such Tax Indemnitee (less any payments previously made by such Tax Indemnitee to Borrower pursuant to this Section 10(c) (iv)(5)) (and the excess, if any, of the Warrant Price for each full share amount described in clause (1) over the amount described in clause (2) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Common Stock Borrower to make payments to such Tax Indemnitee pursuant to this Section 10(c)); provided, that such Tax Indemnitee shall not be required to make any payment pursuant to this sentence so long as an Event of Default of a monetary nature exists. If a Tax Benefit is later disallowed or denied, the disallowance or denial shall be treated as a Tax indemnifiable under Section 10(c)(ii) without regard to which the Warrant is exercised provisions of Section 10(c)(iii) (other than Section 10(c)(iii)(5), (8) or (10)). Each such Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any such Tax Benefit; provided that, notwithstanding the foregoing, the positions taken by such Tax Indemnitee on its Tax returns and all applicable taxes due filings, and, subject to the provisions of Section 10(c)(v) hereof, in connection with any Tax proceedings shall be within the exercise sole, good-faith discretion of such Tax Indemnitee and, subject to the provisions of Section 10(c)(iv)(2) hereof, no Person shall have the right to require disclosure of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance Tax returns or filings of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andTax Indemnitee.

Payment. Subject (a) Within thirty (30) days after the close of any calendar month, the TNC shall submit its operations report to the provisions of Authority for the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised previous calendar month (the “BookMonthly Report”). The Monthly Report shall be in an agreed-Entry Warrants”upon electronic or paper format and shall contain the total number of all Trips for the reporting period. All such information shall be accurate at all times. Within thirty (30) on days after the records close of The Depository Trust Company (any calendar month, the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent TNC shall submit its payment to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant Authority for the Trips reflected in its Monthly Report. The Authority may compare the Monthly Report to the exercise of a Warrant, properly completed and executed by data provided to through the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Transportation Security Clearinghouse in accordance with Section 5.1.5(d). If the Depository’s proceduresnumber of Trips reported are within a five percent (5%) difference for that month, no additional payment will be due. If the number of Trips reported are over a five percent (5%) difference for that month, the Transportation Security Clearinghouse and (iii) the payment in full TNC shall work collaboratively to understand the source of the Warrant Price discrepancy. If the Transportation Security Clearinghouse determines the Authority is owed additional funds, the Authority or Transportation Security Clearinghouse shall invoice the TNC for each full share of Common Stock as to which the Warrant is exercised discrepant amounts. Invoiced Trip Fees are due upon receipt and any and all applicable taxes due in connection with the exercise must be paid within thirty (30) calendar days of the Warrant, the exchange date of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;last invoice. (b) by surrendering Unless the Warrants for that number Authority designates in writing some other place or manner, payments shall be mailed to ▇▇▇▇▇▇▇ Airport Authority, Attn: Accounts Payable, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. (c) All payments hereunder, including Trip Fees, shall be paid in lawful currency of shares the United States of Common Stock equal America, free from all claims, demands, setoffs, or counterclaims of any kind. (d) No TNC may operate at the Airport unless the TNC has timely paid all applicable Trip Fees associated with TNC at the Airport. The TNC shall pay to the quotient obtained by dividing (x) Authority, in addition to any and all other late fees and penalties, interest on any overdue sum which shall accrue at the product rate of the number lesser of shares eighteen percent (18%) per annum or the maximum rate of Common Stock underlying interest allowed by law from the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant sum should have been paid. (e) A non-refundable fee will be applied to a TNC that remits a check that is sent returned to the Warrant Agent; andAuthority for non-sufficient or insufficient funds.

Payment. Subject (a) Pursuant to an agreement (the provisions of the Warrant and this "Disbursing Agent Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i") the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in entered into on or before the case of Closing Date between BarCo and Sub and a Warrant represented by a book-entry, the Warrants to be exercised disbursing agent (the “Book-Entry Warrants”"Disbursing Agent") on which shall be a commercial bank with capital of at least $100,000,000, Sub or the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository Surviving Corporation shall from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock time deposit with the Disbursing Agent such cash as the Disbursing Agent shall require pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;this Section 1.5. (b) by As soon as practicable after the Effective Time, the Disbursing Agent shall send a notice and a transmittal form to each holder of certificates formerly evidencing Shares (other than certificates formerly representing Shares to be canceled pursuant to Sections 1.3(b) and 1.3(c)) advising such holder of the effectiveness of the Merger and the procedure for surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing Disbursing Agent (xwho may appoint forwarding agents with the approval of BarCo) such certificates for exchange into the product Merger Consideration. Each holder of certificates theretofore evidencing Shares, upon proper surrender thereof to the Disbursing Agent together with and in accordance with such transmittal form, shall be entitled to receive in exchange therefor the Merger Consideration deliverable in respect of the number of shares of Common Stock underlying the Warrants, multiplied Shares theretofore evidenced by the excess certificates so surrendered. Upon such proper surrender, the Disbursing Agent shall promptly, but in any event no later than three (3) business days after such proper surrender, deliver the Merger Consideration. Until properly surrendered, certificates formerly evidencing Shares shall be deemed for all purposes to evidence only the right to receive the Merger Consideration. (c) If the Merger Consideration (or any portion thereof) is to be delivered to a person other than the person in whose name the certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of such Merger Consideration that the certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and that such transfer otherwise be proper. Sub shall pay to the Disbursing Agent any transfer or other taxes payable by reason of the Fair Market Value (as defined in this subsection 3.3.1(b)) foregoing or establish to the satisfaction of the Common Stock over Disbursing Agent that such taxes have been paid or are not required to be paid. No interest will be paid or accrued on the Warrant Price Merger Consideration payable on the surrender of any such certificates. (d) In the event any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)person claiming such certificate to be lost, stolen or destroyed, the “Sponsor Fair Market Value” shall mean Surviving Corporation will, subject to the volume-weighted average last reported sale price following sentence, issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1. Sub may, in its sole discretion and as a condition precedent to the issuance of the Common Stock Merger Consideration in exchange therefor, require the owner of such lost, stolen or destroyed certificate to give the Surviving Corporation a bond in such sum as reported for it may reasonably direct as indemnity against any claim that may be made against the ten (10) trading days ending on the third (3rd) trading day prior Surviving Corporation with respect to the date on which the notice of exercise of the Private Placement Warrant certificate alleged to have been lost, stolen or Working Capital Warrant is sent to the Warrant Agent; anddestroyed.

Payment. Subject to the provisions of the Warrant and this Agreement, Agreement a Warrant may be exercised by the Registered Holder thereof by delivering it to the Warrant Agent at its corporate trust department (i) with the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrantform, properly completed and executed by the Registered Holder as set forth on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresduly executed, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft payable to the order Warrant Agent, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrant Agent or by wire transfer of immediately available fundsWarrants, and a current prospectus relating thereto, available; (b) in the event of a redemption pursuant to Section 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value (Value”, as defined in this subsection Section 3.3.1(b)) of the Common Stock , over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b)) and Section 6.1, the “Sponsor Fair Market Value” shall mean the volume10-weighted Day Average Closing Price as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; the “10-Day Average Closing Price” means, as of any date, the average last reported sale price of the Common Stock Ordinary Shares as reported for during the ten (10) trading days day period ending on the third (3rd) trading day prior to such date. The “last reported sale price” shall mean the last reported sale price of the Ordinary Shares on the date prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agentan event which requires such determination has occurred; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder Holders on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;funds payable to the Warrant Agent; or (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported Ordinary Share for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate (if any) evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate (if any) or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6 hereof; andor

Payment. Subject to the provisions satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Icahn Enterprises of the Warrant Offer Conditions as of any scheduled Expiration Date, Icahn Enterprises (and/or one or more direct or indirect wholly-owned subsidiaries of Icahn Enterprises) shall, and IEP shall cause Icahn Enterprises (and/or one or more direct or indirect wholly-owned subsidiaries of Icahn Enterprises) to, consummate the Tender Offer and accept for payment and pay for (subject to any withholding of tax pursuant to this AgreementSection 1.3) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer promptly (and in any event within two Business Days) after the expiration of the Tender Offer on such Expiration Date. The Offer Price shall, a Warrant may subject to any required withholding of taxes, be exercised net to the seller in cash, upon the terms and subject to the conditions of the Tender Offer. The Company agrees that no shares of Common Stock held by the Registered Holder thereof by delivering Company or any of its Subsidiaries will be tendered to Icahn Enterprises pursuant to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case Tender Offer. Acceptance for payment of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records shares of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to and subject to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse conditions of the Definitive Warrant Certificate or, in Tender Offer upon the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full expiration of the Warrant Price for each full share Tender Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Icahn Enterprises (and/or one or more direct or indirect wholly-owned subsidiaries of Icahn Enterprises) or Broadridge Corporate Issuer Solutions, LLC (the “Depositary”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Tender Offer to any holder of shares of Common Stock such amounts as Icahn Enterprises (and/or one or more direct or indirect wholly-owned subsidiaries of Icahn Enterprises) or the Depositary is required to which deduct and withhold with respect to the Warrant is exercised making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall be treated for all applicable taxes due in connection with purposes of this Agreement as having been paid to the exercise holder of the Warrant, the exchange of the Warrant for the shares of Common Stock in respect of which such deduction and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andwithholding was made.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;; or (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Sponsor Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant Warrant, as applicable, is sent to the Warrant Agent; and.

Payment. Subject (a) The Publishing Party shall be entitled to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Publishing Fee calculated as (i) 20% of the Definitive Warrant Certificate evidencing Publishing Party’s advertising rates per the Warrants published rate card for Qualified Referrals with respect to be exercised or, advertising space inserted in the case of a Warrant represented by a bookPublishing Party’s Qualifying Web sites or Top 20 or Newsflash e-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, mails or similar publications; (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse 50% of the Definitive Warrant Certificate or, Publishing Party’s advertising rates per the published rate card for advertising space inserted in the case Publishing Party’s Destination of a Bookthe Week, multi-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresterritory package promotions or similar promotions, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance 80% of such shares of Common Stock, as follows: Gross Revenue for advertisements in SuperSearch or for advertisements that are otherwise sold under a cost-per-click (a“CPC”) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;agreement. (b) The determination as to such Publishing Fee generated from Qualified Referrals with respect to (i) and (ii) above shall be made by surrendering the Warrants for Publishing Party and with respect to (iii) above, by the Referring Party, each in good faith. In the case of Gross Revenue reflected in interim quarterly reports, such Publishing Fee shall be subject to adjustment upon completion of the applicable year-end audit. If such year-end adjustments show that number there has been an overpayment or underpayment of shares Publishing Fees by either party, a corresponding adjustment shall be made in the next payments of Common Stock equal Publishing Fees due hereunder. At the end of each calendar year quarter, each party shall deliver to the quotient obtained by dividing (x) other party a schedule showing the product calculation of the number applicable Publishing Fees determined by such party during such quarter, containing such information as may be reasonably necessary to allow the other party to verify the accuracy of shares of Common Stock underlying the Warrants, multiplied by the excess such calculation of the Fair Market Value related Publishing Fees (as defined in this subsection 3.3.1(b)c) Payment of Publishing Fees for each calendar quarter shall be made within 30 days of the Common Stock over end of such quarter. If the Warrant Price parties so elect, they may make arrangements for a single payment to be made between the parties in the net amount due hereunder in respect of any calendar quarter. Payments due under this Agreement shall, if not paid when due, bear interest at the lower of 1.5% or the highest rate permitted by law. (yd) Either the Sponsor Fair Market Value. Solely for purposes Operating Companies or Travelzoo may, through a recognized independent certified public accounting firm designated by such party (subject to execution of this subsection 3.3.1(ba reasonable non-disclosure agreement by such accounting firm), upon reasonable notice and during normal business hours, not more than once per calendar quarter, to inspect the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price books, records and other materials of the Common Stock as reported for other party relating to the ten (10) trading days ending Qualified Insertion Orders, Gross Revenue and Publishing Fees referred to herein. In the event the audit reveals an underpayment of Publishing Fees based on the third (3rd) trading day prior to the date on which the notice of exercise records of the Private Placement Warrant or Working Capital Warrant is sent party so inspected hereunder, such party will promptly pay the other party the amount of such underpayment. If the amount of such underpayment shall exceed 5% of the amounts due in the period subject to such review, the Warrant Agent; andparty making the underpayment shall reimburse the other party for its reasonable expenses incurred in connection with such inspection. (e) Any dispute as to any payment matter shall be resolved pursuant to Section 14 hereof.

Payment. Subject (a) Prior to the provisions Effective Time, the Merger Subsidiary will appoint a bank or trust company reasonably acceptable to the Company as agent for the holders of Common Shares (the "PAYING AGENT") to receive and disburse the Merger Consideration to which holders of Common Shares become entitled pursuant to Section 3.01(c) and the Option Consideration to which holders of Options and Warrants become entitled pursuant to Section 3.02(a). At the Effective Time, the Merger Subsidiary or Purchaser will provide the Paying Agent with sufficient cash to allow the Merger Consideration and the Option Consideration to be paid by the Paying Agent for each Common Share then entitled to receive the Merger Consideration and each Option and Warrant then entitled to receive the Option Consideration, respectively (the "PAYMENT FUND"). (b) Promptly after the Effective Time, the Surviving Corporation or Purchaser will cause the Paying Agent to mail to each record holder of a certificate or certificates that immediately prior to the Effective Time represented Common Shares (the "CERTIFICATES"), a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering Certificates to the Warrant Agent at its corporate trust department Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment. (i) Upon surrender to the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case Paying Agent of a Warrant represented by a book-entryCertificate, together with such letter of transmittal duly executed and completed in accordance with its instructions and such other documents as may be reasonably requested, the Warrants holder of such Certificate will be entitled to receive in exchange for such Certificate, less any required withholding taxes, the Merger Consideration and such Certificate will forthwith be exercised (the “Book-Entry Warrants”) canceled. No interest will be paid or accrued on the records of The Depository Trust Company (Merger Consideration upon the “Depository”) to an account surrender of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, Certificates. (ii) an election If payment or delivery is to purchase (“Election be made to Purchase”) a person other than the person in whose name the Certificate surrendered is registered, it will be a condition of payment or delivery that the Certificate so surrendered be properly endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person requesting such payment or delivery pay any Common Stock pursuant transfer or other taxes required by reason of the payment or delivery to a person other than the registered holder of the Certificate surrendered or establish to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse satisfaction of the Definitive Warrant Certificate orSurviving Corporation that such tax has been paid or is not applicable. (iii) Subject to Section 3.03, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository until surrendered in accordance with the Depository’s proceduresprovisions of this Section 3.04(b), each Certificate (other than Certificates held by persons referred to in Section 3.01(b)) will represent for all purposes only the right to receive the Merger Consideration, without interest and less any required withholding taxes. (c) Promptly following the Effective Time, the Surviving Corporation or the Purchaser will cause the Paying Agent to pay the Option Consideration from the Payment Fund to each holder of Options or Warrants. (d) Promptly following the date that is six (6) months after the Effective Time, the Paying Agent will return to the Surviving Corporation all cash, certificates, and (iii) the payment other property in full its possession that constitute any portion of the Warrant Price for each full share of Common Stock as to which Payment Fund (including any interest received with respect thereto), and the Warrant is exercised and any and all applicable taxes due in connection with the exercise duties of the WarrantPaying Agent will terminate. Thereafter, each holder of a Certificate formerly representing a Common Share or Common Shares shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Company, the exchange Merger Subsidiary, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding the foregoing, the Surviving Corporation will be entitled to receive from time to time all interest or other amounts earned with respect to the Payment Fund as such amounts accrue or become available. (e) After the Effective Time there will be no registration of transfers on the stock transfer books of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) Surviving Corporation of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day Shares that were outstanding immediately prior to the date on which Effective Time. If after the notice of exercise of the Private Placement Warrant or Working Capital Warrant Effective Time, any Certificate is sent presented to the Warrant Surviving Corporation or the Paying Agent; and, it shall be canceled and exchanged for the Merger Consideration, without interest and less any required withholding taxes, as provided for, and in accordance with the procedures set forth in, this Article III.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, Maxim, or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the average of the daily volume-weighted average last reported sale price prices of the Common Stock as reported Ordinary Shares for the ten (10) consecutive trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of is received by the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andwarrant agent;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 in which the Company elects to require holders of the Warrants to exercise such warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrantswarrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) less the exercise price of the Common Stock over the Warrant Price warrants by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-volume weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised orAgent, in the case Borough of a Warrant represented Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by a book-entrypaying in full, in lawful money of the Warrants United States, in cash, good certified check or good bank draft payable to be exercised (the “Book-Entry Warrants”) on order of the records of The Depository Trust Company (the “Depository”) or as otherwise agreed to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to timeCompany), (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of the Common Stock; provided, however, that (i) with respect to any Warrants purchased by certain of the Company's initial stockholders following separate trading of the Warrants included in the Company's Units pursuant to agreements between such individuals and EBC, in the event of redemption pursuant to Section 6 hereof, such stockholders may pay the Warrant Price by surrendering his or her Warrant for that number of shares of Common Stock and equal to the issuance quotient obtained by dividing (a) the product of such the number of shares of Common StockStock underlying the Warrant, as follows: multiplied by the difference between the Warrant Price and the "Fair Market Value" (a) in lawful money the average reported last sale price of the United States, in good certified check or good bank draft payable Common Stock for the 10 trading days ending on the 3rd trading day prior to the order date on which the notice of the redemption is sent to holders of Warrant Agent or pursuant to Section 6 hereof) by wire transfer of immediately available funds; (b) the Fair Market Value; and (ii) with respect to any Insider Warrants purchased by the Insiders, so long as such Insider Warrants are held by the Insiders or their affiliates, such holders may pay the Warrant Price by surrendering the Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (xc) the product of the number of shares of Common Stock underlying the WarrantsWarrant, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price by (y) and the Sponsor "Fair Market Value. Solely for purposes of this subsection 3.3.1(b), " (the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale sales price of the Common Stock in the principal trading market for the Common Stock as reported by any national securities exchange or quoted on the NASD OTC Bulletin Board (or successor exchange), as the case may be, for the ten (10) five trading days ending on the third (3rd) trading day prior to preceding the date on which the notice of exercise of Insider Warrants are exercised) by (d) the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andFair Market Value.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved;] (c) with respect to any Private Placement Warrant or any Working Capital Warrant, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Placement Exercise Fair Market Value Value” (as defined in this subsection 3.3.1(b3.3.1(c)) of the Common Stock over less the Warrant Price by (y) the Sponsor Placement Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Placement Exercise Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or the Working Capital Warrant Warrant, as applicable, is sent to the Warrant Agent; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 in which the Company elects to require holders of the Warrants to exercise the Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock the Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock the Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andin

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering surrendering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a bookBook-entryEntry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or check, good bank draft or wire payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to immediately following the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant Agent; andWarrants pursuant to Section 6 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an a form of election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;transfer; or (b) in the event of a redemption pursuant to Section 8.1 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(bSection 5.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 8 hereof; andor

Payment. (a) Subject to the provisions of the Warrant terms and conditions set forth in this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case upon Eco’s receipt from Agri-Energy of a Warrant represented by a book▇▇▇▇ of lading (BOL) and certificate of analysis (COA) for shipments made the previous week up until Sunday 11:59PM, Eco will pay to Agri-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or Energy by wire transfer each Thursday of immediately available funds;that week. Eco shall deliver to Agri-Energy a ▇▇▇▇ of lading that identifies the ethanol or isobutanol for which payment is being made, the Purchase Contract that is the subject of the payment, the Purchase Price, amounts owed by Agri-Energy being netted against amounts owed by Eco (as defined in 4(c)) and the final amount being paid. [**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has been requested with respect to the redacted portions. (b) by surrendering the Warrants for that number of shares of Common Stock equal Subject to the quotient obtained by dividing (x) terms and conditions set forth in this Agreement, Eco assumes the credit risk upon passage of title and risk of loss of the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)7(e) of this Agreement, and at no point will amounts owed to Agri-Energy be subject to or withheld because of the Common Stock over credit risk assumed by Eco. (c) Subject to the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of terms and conditions set forth in this subsection 3.3.1(b)Agreement, the “Sponsor Fair Market Value” parties hereby agree that they shall mean discharge mutual debts and payment obligations due and owing to each other on a rotating and continuous basis through netting. Thus, all amounts owed by each party to the volume-weighted average last reported sale price of the Common Stock as reported other party for the ten purchase and sale of any product and/or services (10e.g., ethanol, isobutanol, ethanol marketing services, isobutanol marketing services, etc.) trading days ending on during the third weekly billing period under this Agreement shall be netted so that only the excess amount remaining due shall be paid by the party who owes it at the end of each week. Each party will be responsible for keeping an accurate accounting of its accounts payable and receivable in a manner that justifies its prior week netting. (3rdd) trading day prior Eco will negotiate all freight fees regarding the shipment of ethanol and isobutanol from the Plant. Eco will be responsible for remitting payment directly to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andall truck and rail carriers for all outbound shipments.

Payment. Subject 15.1 Unless expressly agreed upon otherwise, payment is to be effected net in cash upon delivery, without any discount or settlement. If the Commissionee has explicitly agreed with the Principal in writing on a payment method other than in cash, payment must be effected net without any discount or setoff through a deposit or transfer to a bank or giro account stated on the invoice within the term set by the Commissionee but within 14 days after the date of invoice. The date of currency stated by the bank/giro is decisive and will be considered the date of payment. 15.2 Each payment of the Principal primarily serves to pay the interest due by the Principal, and the collection costs incurred by the Commissionee and is thereafter deducted from the oldest receivable, also if the Principal states that the payment pertains to a more recent invoice. 15.3 In cases that the Principal: - is declared bankrupt or has filed an application for a bankruptcy, assigns the assets, has been granted a moratorium or an application for a moratorium has been filed, or all its assets or part of its assets are seized; - dies or is placed under guardianship; - fails to fulfil any obligation resting on it by reason of the law or of these terms and conditions; - fails to pay an invoiced amount or part thereof within the term stated for it; - proceeds to a cessation or transfer of its company or an essential part thereof, or proceeds to amend the object of its company; the Commissionee, by the sole occurrence of one of the aforementioned circumstances, has the right to either dissolve the Agreement without any judicial intervention being required, or suspend the (further) execution of the Agreement, or to immediately demand in full any amounts due by the Principal on the basis of services provided and/or activities carried out and/or supplied by the Commissionee without any warning or notice of default being required, without prejudice to the provisions Commissionee’s right to compensation of costs, damage and interest. 15.4 The Commissionee is entitled at all times to demand that (additional) security is provided by the Principal for the fulfilment of its obligations, which security the Commissionee is bound to provide without delay. The failure to obey a written warning of the Warrant and this Agreement, a Warrant may be exercised by Commissionee for that purpose confers the Registered Holder thereof by delivering right to the Warrant Agent at its corporate trust department Commissionee to immediately demand the (iremaining) receivable or declare the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account dissolution of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent Agreement without judicial intervention and with immediate effect, without prejudice to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse right of the Definitive Warrant Certificate or, in Commissionee to compensation. 15.5 If the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, Principal is both debtor and (iii) the payment in full creditor of the Warrant Price for each full share Commissionee (being the Commissionee Rental or one of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(bits group companies), the “Sponsor Fair Market Value” shall mean Commissionee is entitled to a settlement of its debt. 15.6 In case of an order given collectively, Principals, insofar as the volume-weighted average last reported sale price activities were carried out for the benefit of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise Principals collectively, are jointly and severally liable in respect of the Private Placement Warrant or Working Capital Warrant is sent to payment of the Warrant Agent; andinvoiced amount.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject (a) At the Closing, CEH LLC shall cause the Reorganized Company and the Exchange Agent to: (i) with respect to each Bondholder holding Sub Debt in respect of which a Cash Election was made (or deemed to have been made), upon receipt by the Exchange Agent of a completed and duly executed Letter of Transmittal, pay to such Bondholder an amount equal to such Bondholder's Sub Debt Cash Consideration; and (ii) with respect to each Bondholder holding Sub Debt in respect of which an Equity Election was validly made (or deemed to have been made) and who has delivered to the provisions Voting Agent (pursuant to Section 2.1(b)) or the Exchange Agent a duly executed Trust Accession Instrument, issue to Bondholder Trust, on behalf of such Bondholder, upon receipt by the Exchange Agent of a completed and duly executed Letter of Transmittal, a number of Class A Units equal to such Bondholder's Estimated Sub Debt LLC Units (and promptly thereafter Bondholder Trust will issue a like number of units of beneficial interest in Bondholder Trust to such Bondholder); and (iii) with respect to each Person who has validly subscribed for Cash-Out Class A Units and/or Make-Up Class A Units and who has delivered to the Voting Agent (pursuant to Section 2.1(b)) or the Exchange Agent a duly executed Trust Accession Instrument, issue to Bondholder Trust, on behalf of such Person a number of Class A Units equal to such Person's Estimated Cash-Out LLC Units and Make-Up LLC Units (and promptly thereafter Bondholder Trust will issue a like number of units of beneficial interest in Bondholder Trust to such Person). (b) Promptly after the Closing, CEH LLC shall cause the Reorganized Company and the Exchange Agent to give notice of the Warrant and this AgreementClosing to the Bondholders (either directly or through their respective Holder Representatives). Such notice, which shall include a Warrant Letter of Transmittal, shall (i) inform the Bondholders that they may be exercised receive the consideration due to them with respect to the Equity Election or Cash Election previously made by the Registered Holder thereof them by delivering to the Warrant Exchange Agent at its corporate trust department (ix) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case a completed and duly executed Letter of a Warrant represented Transmittal together with any certificates representing Sub Debt held by a book-entry, the Warrants to be exercised such Bondholder (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time extent any certificates representing Sub Debt have been issued) and (y) a Trust Accession Instrument (if not already provided to time, the Voting Agent or the Exchange Agent) with respect to any Equity Election or deemed Equity Election under Section 2.1(d) and (ii) in the event of a deemed Equity Election under Section 2.1(d), inform Bondholders making a Cash Election of the amount of Sub Debt with respect to which they have been deemed to have made an election Equity Election and that in order to purchase obtain the consideration due to them with respect to such deemed Equity Election they must deliver to the Exchange Agent a duly executed Trust Accession Instrument. (“Election c) With respect to Purchase”) any Common Stock dividends or other distributions declared by CEH LLC on Class A Units, the record date for which is at or after the Closing (an "Applicable Dividend"), all Class A Units to be issued pursuant to the exercise of a Warrant, properly completed this Section 3.8 shall be deemed issued and executed by the Registered Holder on the reverse outstanding as of the Definitive Warrant Certificate orClosing and whenever such a dividend or other distribution is declared by CEH LLC, that declaration shall include dividends or other distributions in respect of Class A Units issuable pursuant to this Section 3.8; provided, that dividends or other distributions declared or made in respect of Class A Units issuable pursuant to this Section 3.8 shall not be paid to Bondholder Trust until such units have been issued to Bondholder Trust as specified in Section 3.8(a). With respect to any Applicable Dividend declared in respect of any Class A Units which are issued pursuant to Section 3.8 subsequent to the declared distribution date for such Applicable Dividend, CEH LLC shall pay such Applicable Dividend to Bondholder Trust on behalf of the Person for whose account such Class A Units were issued promptly following such issuance. (d) Each of the Reorganized Company and CEH LLC shall be entitled to deduct and withhold from the cash consideration otherwise payable to any Bondholder pursuant to this Article III any amounts as they are required to deduct and withhold with respect to payment under any provision of federal, state or local income Tax law. If the Reorganized Company or CEH LLC, as the case of a Book-Entry Warrantmay be, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresso withholds amounts, and (iii) the payment in full of the Warrant Price such amounts shall be treated for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)Agreement as having been paid to the Bondholders in respect of which the Reorganized Company or CEH LLC, as the “Sponsor Fair Market Value” case may be, made such deduction or withholding. No interest shall mean the volume-weighted average last reported sale price accrue or be paid on any cash payable in respect of the Common Stock as reported Sub Debt. (e) The Exchange Agent shall, within five Business Days after the date that is one year after the Closing Date, return to the Reorganized Company any portion of the cash and/or LLC Units remaining to be paid or distributed to Bondholders who have not yet delivered Letters of Transmittal to the Exchange Agent. Any Bondholders will thereafter be entitled to look only to the Reorganized Company for satisfaction of their claims for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andconsideration set forth in this Section 3.8, without interest.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised orexercised, or in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) ), to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock the Ordinary Shares underlying the Warrants, multiplied by the excess of the Sponsor Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock Ordinary Shares over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andor

Payment. Subject to the provisions of the Warrant and this AgreementContract, a Warrant may be exercised where any Progress Certificate certifies amounts due from the Principal to the Contractor, following receipt by the Registered Holder thereof by delivering Principal of a properly completed and valid Progress Payment Instruction(s) and Payment Report, the Principal must pay the amount shown in the Progress Certificate into the Project Bank Account within the time for payment specified in item 6 of Appendix A. The Principal may (in its sole discretion) withhold payment of moneys due to the Warrant Agent at its corporate trust department Contractor if no statutory declaration is supplied pursuant to clause 42, or if the statutory declaration supplied pursuant to clause 42 identifies, or the Principal reasonably believes that: the Progress Payment Instructions are not true and accurate, do not properly allocate amounts payable to Subcontractors pursuant to their subcontracts, or otherwise do not comply with the Contract; the Payment Report is not true and accurate, does not properly allocate amounts payable to Subcontractors pursuant to their subcontracts, or otherwise does not comply with the Contract; there are manifest errors (iincluding arithmetic errors) in any of the Definitive Warrant Certificate evidencing Progress Payment Instructions or in the Warrants Payment Report; there are Opt-in Subcontractors who wish to become a 'Subcontractor' but have not yet been provided with an Opt-in Notice; there are persons that should have been deemed to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Subcontractor pursuant to the exercise Contract, and this information has not been provided to the Principal; the Contractor is liable for amounts due and owing to Subcontractors or Opt-in Subcontractors or any other subcontractor or supplier (regardless of subcontract value) in respect of works carried out and completed and such amounts: relate to works under the Contract that have already been the subject of a Warrant, properly completed Progress Certificate under the Contract; and remain unpaid as at the date of the statutory declaration; there has been a change (after the date of this Contract) in the security interests registered over the Contractor (as identified under the Personal Property Securities Register) and a duly executed deed of release or priority deed poll in relation to that security interest (in form and substance acceptable to the Principal) has not been supplied to the Principal; the Contractor has breached the PBA Trust Deed Poll and that breach has not been remedied to the reasonable satisfaction of the Principal; there is an inconsistency or ambiguity between the invoices issued by the Registered Holder on Subcontractors and the reverse of the Definitive Warrant Certificate or, calculations set out in the case of a Book-Entry Warrant, properly delivered Progress Payment Instructions; and/or the $1 payment as required by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)clause 3.1(c) of the Common Stock over PBA Trust Deed Poll has not been successfully made through the Warrant Price by (y) the Sponsor Fair Market ValueProject Bank Account. Solely for purposes of this subsection 3.3.1(b)Without limiting its right to withhold payment, the “Sponsor Fair Market Value” shall mean Principal may (in its sole discretion) direct the volume-weighted average last reported sale price Contractor to revoke and reissue any Progress Payment Instruction to both the Principal and the Bank if: there are manifest errors (including arithmetic errors) in any of the Common Stock as reported for Progress Payment Instructions or in the ten (10) trading days ending Payment Report; or that Progress Payment Instruction does not comply with the requirements of the Contract. If the Principal has provided comments on the third (3rd) trading day prior Progress Payment Instructions, the reissued Progress Payment Instructions must properly take into account those comments. Payments made into the Project Bank Account by the Principal are deemed to be payments made to the date Contractor under the Contract. A payment made into the Project Bank Account pursuant to this special condition does not prejudice the right of either party to dispute whether the amount so paid is the amount properly due and payable and on which the notice of exercise determination of the Private Placement Warrant amount so properly due and payable, the Principal or Working Capital Warrant Contractor, as the case may be, is sent liable to pay the difference between the amount of such payment and the amount so properly due and payable. If the Principal is liable to pay the difference, it must (subject to the Warrant Agent; andrights of the Principal pursuant to clause 42) be paid into the Project Bank Account by the Principal upon receipt from the Contractor of a properly completed Progress Payment Instruction. Payment of moneys into the Project Bank Account shall not be evidence of the value of work or an admission of liability or evidence that work has been executed satisfactorily but shall be a payment on account only, except as provided by clause 35..

Payment. Subject to The Data must be submitted, on a [DELETED] basis by the provisions last day of the Warrant following [DELETED] (or the next business day if such last day is not a business day). If the Data is received after such timeframe for any [DELETED] within a given [DELETED], the total Qualified Gross Purchases during such [DELETED] will be excluded from the calculation of the [DELETED] for that [DELETED]. Notwithstanding the foregoing, if Amgen receives all required Data from a minimum of [DELETED] of all Designated Affiliates and Eligible Managed Centers within the time frame referenced above for any [DELETED] within a given [DELETED], the total Qualified Gross Purchases during such [DELETED], will be included in the calculation of the [DELETED] for that [DELETED]. Failure of Dialysis Center to qualify under this Agreementprovision during a particular [DELETED] shall not affect Dialysis Center’s eligibility to qualify during any other [DELETED], nor shall Dialysis Center’s qualification during a Warrant may particular [DELETED] automatically result in qualification during any other [DELETED]. If Amgen receives all required Data from less than [DELETED] of Designated Affiliates and Eligible Managed Centers for any [DELETED] within a given [DELETED], no Qualified Gross Purchases during such [DELETED] will be exercised included in the calculation of the [DELETED] for that [DELETED]. However, if Amgen determines that any Designated Affiliates and/or Eligible Managed Centers is consistently not submitting the required Data, Amgen and Dialysis Center will work collaboratively in resolving such inconsistencies. Amgen will use its best efforts to notify Dialysis Center in writing, no later than [DELETED] after the receipt and acceptance by Amgen of the Registered Holder thereof by delivering Data, of the identity of all those Designated Affiliates and Eligible Managed Centers, if any, which have failed to meet the Warrant Agent at Data submission requirements for that [DELETED]. Amgen reserves the right, in its corporate trust department (i) sole discretion, to exclude any such consistently non-reporting Designated Affiliate’s and/or Eligible Managed Center’s Qualified Gross Purchases from the Definitive Warrant Certificate evidencing calculation of the Warrants [DELETED] for any relevant [DELETED]. Amgen will pay such [DELETED] within [DELETED] after the end of the corresponding [DELETED] provided Amgen is in receipt of all Data in a form acceptable to be exercised orAmgen, in the case time period described above. If the failure of Dialysis Center to deliver any such Data is a result of a Warrant represented by a book-entry, the Warrants Certification not being valid due to be exercised Amgen’s failure to satisfy any Certification Requirement (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account as described in Article 4 of the Warrant Agent at Agreement) then the Depository designated for such purposes in writing [DELETED] shall still be available to Dialysis Center and payable by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate orAmgen, in which case Dialysis Center shall deliver the case of Data to Amgen as soon as the Certification becomes valid. Upon a Book-Entry Warrantvalid Certification being issued, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as Dialysis Center shall submit to which the Warrant is exercised and any and Amgen all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior Data dating back to the date on which Dialysis Center stopped submitting the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent Data to the Warrant Agent; andAmgen within [DELETED].

Payment. Subject Payment shall be made for 98% of the invoice value against a complete set of shipping documents not later than 2 days after presentation, failing which interest at the rate of 2% above Bank Negara's based lending rate per annum shall become payable. a) by irrevocable and confirmed letter of credit for unrestricted negotiation established in Sellers' favour through a recognised bank for 102% of the contract quantity. Unless otherwise agreed between the parties, such letter of credit shall be advised and made available to the provisions Sellers not less than 15 business days prior to commencement of loading. Should the letter of credit be opened on terms of inconsistent with the contract, Sellers may demand amendments which shall be arranged by ▇▇▇▇▇▇ and notified to Sellers through the opening bank within 7 business days of the Warrant and this Agreement, a Warrant may be exercised demand being received but in no case later than 3 business days prior to commencement of loading. The letter of credit shall provide for the negotiating bank to claim reimbursement by telex/cable from the Registered Holder thereof by delivering opening bank upon confirmation that all documents conform to the Warrant Agent at its corporate trust department (icredit requirements. b) by cash against documents If documents are presented by Buyers through the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case intermediary of a Warrant represented bank(s) then the bank charges incurred shall be for Sellers' account. If Buyers demand presentation through a bank of their choice, those bank charges shall be for Buyers' account. Unless otherwise agreed shipping documents shall consist of the following in triplicate :- 1. provisional/final invoice; 2. full set of clean Bill(s) of Lading; 3. certificate of shipped weights ascertained at port of loading by a book-entryrecognised independent surveyor; 4. survey report issued by a recognised independent surveyor, the Warrants certifying fitness and cleanliness of ship's tanks and pipeline and particulars as to be exercised (the “Book-Entry Warrants”) on the records time and place of The Depository Trust Company (the “Depository”) to an account loading, sampling and establishment of the Warrant Agent at the Depository designated for such purposes in writing shipped weight; 5. certificate of analysis issued by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder independent certified analyst based on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository samples drawn in accordance with the Depository’s procedures, Sampling and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAnalysis Clause; (b) 6. certificate of origin issued by surrendering the Warrants for that number any Chamber of shares of Common Stock equal to the quotient obtained by dividing (x) the product of Commerce or Malaysian Customs Authorities, if applicable; 7. Customs Movement Permit in the number of shares copies as required; 8. Malaysian Common Tariff Form No. 3 (MCT3) in the number of Common Stock underlying copies as required (a signed copy of MCT3 duly certified by Customs Authorities at port of discharge, should be returned to Sellers within 5 business days from the Warrants, multiplied by the excess date of release of the Fair Market Value (as defined in this subsection 3.3.1(bsame by Customs Authorities at port of discharge, failing which Buyers shall reimburse Sellers any costs incurred arising from the delay)) ; 9. certificate of insurance; 10. a copy of the Common Stock over Heating Instructions issued to the Warrant Price by ship's Master in accordance with Clause 5. Buyers to accept photostatic and certified copies of items (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b3), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (4), (5), (7) and (10) trading days ending on the third (3rd) trading day prior relating to the date on which whole parcel(s). Should the notice documents be presented with incomplete set(s) of exercise Bill of the Private Placement Warrant or Working Capital Warrant is sent Lading, payment shall be made provided that delivery of such Bills of Lading be guaranteed by Sellers. Such guarantee to the Warrant Agent; andbe endorsed, if required by Buyers, by a recognised bank. Acceptance of this guarantee shall not prejudice Buyers' rights under this contract.

Payment. Subject (a) Prior to the provisions Effective Time, Parent shall designate a bank, trust company or other entity reasonably satisfactory to the Company to act as the disbursing agent (the “Disbursing Agent”) in effecting the exchange of the Warrant Merger Consideration for certificates of shares of Company Common Stock and Company Preferred Stock (“Stock Certificates”). At or prior to the Effective Time, Parent, Merger Subsidiary and/or the Surviving Corporation shall deposit with the Disbursing Agent cash in an aggregate amount sufficient to make the cash payments contemplated by Section 3.1 to be made to the holders of shares of Company Common Stock and Company Preferred Stock. As soon as practicable after the Effective Time, Parent shall cause the Disbursing Agent to mail a notice and a transmittal form to each holder of record of shares of Company Common Stock and Company Preferred Stock that has not already executed a transmittal form advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent such holder’s Stock Certificates for exchange into the Merger Consideration. Each such holder, upon proper surrender of such Stock Certificates to the Disbursing Agent together with and in accordance with such transmittal form, shall be entitled to receive in exchange therefor the Merger Consideration deliverable in respect of the shares of Company Common Stock and Company Preferred Stock theretofore evidenced by the Stock Certificates so surrendered, subject to any Taxes required to be withheld. Upon surrender of such Stock Certificates to the Disbursing Agent, Parent shall cause the Disbursing Agent promptly to deliver the Merger Consideration to the Person entitled thereto. The Principal Stockholder shall be entitled to prompt payment by wire transfer in accordance with instructions specified in the transmittal form. Until properly surrendered, each such Stock Certificate shall be deemed for all purposes to evidence only the right to receive the Merger Consideration payable with respect to the shares of Company Common Stock or Company Preferred Stock represented by such Stock Certificate in accordance with Section 3.1(a). Until properly surrendered, holders of Stock Certificates will not be entitled to payment of the Merger Consideration to which they would otherwise be entitled. No interest will be paid or accrued on the cash payable upon the surrender of a Stock Certificate. All costs and expenses of the Disbursing Agent shall be borne by Parent. (b) If the Merger Consideration (or any portion thereof) payable with respect to any Company Common Stock or Company Preferred Stock is to be delivered to a Person other than the Person in whose name the Stock Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of such Merger Consideration that the Stock Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Disbursing Agent any transfer or other Taxes payable by reason of the foregoing or establish to the satisfaction of the Disbursing Agent that such Taxes have been paid or are not required to be paid. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock or Company Preferred Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (c) In the event any Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Surviving Corporation will issue, in exchange for such lost, stolen or destroyed Stock Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III. When authorizing such payment of the Merger Consideration in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificate to give the Surviving Corporation a bond in such sum as it may direct, or such other secured or unsecured indemnity agreement as such Board of Directors may require, as indemnity against any claim that may be made against the Surviving Corporation with respect to the Stock Certificate alleged to have been lost, stolen or destroyed. (d) Promptly following the seven month anniversary of the Effective Time, upon request by Parent, the Disbursing Agent shall return to the Surviving Corporation all Merger Consideration in its possession relating to the transactions described in this Agreement, and the Disbursing Agent’s duty shall thereupon terminate. Thereafter, each holder of a Warrant Stock Certificate may be exercised by the Registered Holder thereof by delivering surrender such Stock Certificate to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised orSurviving Corporation, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresprocedures above, and (iiisubject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the payment in full of the Warrant Price for each full share of Common Stock as Merger Consideration payable with respect thereto, without any interest thereon and subject to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable Taxes required to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andbe withheld.

Payment. Subject to the provisions of the Warrant and this AgreementContract, a Warrant may be exercised where any Progress Certificate certifies amounts due from the Principal to the Contractor, following receipt by the Registered Holder thereof by delivering Principal of a properly completed and valid Progress Payment Instruction(s) and Payment Report, the Principal must pay the amount shown in the Progress Certificate into the Project Bank Account within the time for payment specified in item 6 of Appendix A. The Principal may (in its sole discretion) withhold payment of moneys due to the Warrant Agent at its corporate trust department Contractor if no statutory declaration is supplied pursuant to clause 42, or if the statutory declaration supplied pursuant to clause 42 identifies, or the Principal reasonably believes that: the Progress Payment Instructions are not true and accurate, do not properly allocate amounts payable to Subcontractors pursuant to their subcontracts, or otherwise do not comply with the Contract; the Payment Report is not true and accurate, does not properly allocate amounts payable to Subcontractors pursuant to their subcontracts, or otherwise does not comply with the Contract; there are manifest errors (iincluding arithmetic errors) in any of the Definitive Warrant Certificate evidencing Progress Payment Instructions or in the Warrants Payment Report; there are Opt-in Subcontractors who wish to become a 'Subcontractor' but have not yet been provided with an Opt-in Notice; there are persons that should have been deemed to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Subcontractor pursuant to the exercise Contract, and this information has not been provided to the Principal; the Contractor is liable for amounts due and owing to Subcontractors or Opt-in Subcontractors or any other subcontractor or supplier (regardless of subcontract value) in respect of works carried out and completed and such amounts: relate to works under the Contract that have already been the subject of a Warrant, properly completed Progress Certificate under the Contract; and remain unpaid as at the date of the statutory declaration; there has been a change (after the date of this Contract) in the security interests registered over the Contractor (as identified under the Personal Property Securities Register) and a duly executed deed of release or priority deed poll in relation to that security interest (in form and substance acceptable to the Principal) has not been supplied to the Principal; the Contractor has breached the PBA Trust Deed Poll and that breach has not been remedied to the reasonable satisfaction of the Principal; there is an inconsistency or ambiguity between the invoices issued by the Registered Holder on Subcontractors and the reverse of the Definitive Warrant Certificate or, calculations set out in the case of a Book-Entry Warrant, properly delivered Progress Payment Instructions; and/or the $1 payment as required by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)clause 3.1(c) of the Common Stock over PBA Trust Deed Poll has not been successfully made through the Warrant Price by (y) the Sponsor Fair Market ValueProject Bank Account. Solely for purposes of this subsection 3.3.1(b)Without limiting its right to withhold payment, the “Sponsor Fair Market Value” shall mean Principal may (in its sole discretion) direct the volume-weighted average last reported sale price Contractor to revoke and reissue any Progress Payment Instruction to both the Principal and the Bank if: there are manifest errors (including arithmetic errors) in any of the Common Stock as reported for Progress Payment Instructions or in the ten (10) trading days ending Payment Report; or that Progress Payment Instruction does not comply with the requirements of the Contract. If the Principal has provided comments on the third (3rd) trading day prior Progress Payment Instructions, the reissued Progress Payment Instructions must properly take into account those comments. Payments made into the Project Bank Account by the Principal are deemed to be payments made to the date Contractor under the Contract. A payment made into the Project Bank Account pursuant to this special condition does not prejudice the right of either party to dispute whether the amount so paid is the amount properly due and payable and on which the notice of exercise determination of the Private Placement Warrant amount so properly due and payable, the Principal or Working Capital Warrant Contractor, as the case may be, is sent liable to pay the difference between the amount of such payment and the amount so properly due and payable. If the Principal is liable to pay the difference, it must (subject to the Warrant Agent; andrights of the Principal pursuant to clause 42) be paid into the Project Bank Account by the Principal upon receipt from the Contractor of a properly completed Progress Payment Instruction. Payment of moneys into the Project Bank Account shall not be evidence of the value of work or an admission of liability or evidence that work has been executed satisfactorily but shall be a payment on account only, except as provided by clause 35. Except as provided in the Contract, the Principal shall not be obliged to pay for any item of unfixed plant and materials which is not incorporated in the Works. Without limitation to any other provision of the Contract, upon payment into the Project Bank Account of any amount which includes the value of an item of unfixed plant and materials, the item shall be the property of the Principal free of any lien or charge.

Payment. Subject (a) At or prior to the provisions of the Warrant Share Swap Record Date, Buyer shall (and this Agreement, a Warrant may Parent shall cause Buyer to) deliver or cause to be exercised by the Registered Holder thereof by delivering delivered to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised Company’s stock agent, or, in the case of a Warrant represented at Buyer’s sole discretion, to another stock agent designated by a book-entry, the Warrants to be exercised Buyer (the “Book-Entry WarrantsStock Agent”) on ), in trust for the records benefit of The Depository Trust Company the shareholders of the Company, cash in an amount sufficient to pay the aggregate Consideration (the “DepositoryPayment Fund”) to an account ). The Stock Agent shall make payments of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse aggregate Consideration out of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Payment Fund in accordance with the Depository’s proceduresthis Agreement. The Payment Fund shall not be used for any purpose other than to fund payments due hereunder. Except as provided in Section 3.4, Buyer shall pay all charges and (iii) the payment in full expenses, including those of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due Agent, incurred in connection with the exercise payment of the Warrant, the exchange of the Warrant for the shares of Common Stock Consideration and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or other amounts contemplated by wire transfer of immediately available funds;this Article III. (b) As soon as reasonably practicable on or after the Share Swap Record Date, Buyer shall cause the Stock Agent to pay the Consideration to each holder of record of Shares represented by surrendering book-entry that, immediately prior to the Warrants Share Swap Record Date, represented outstanding Shares that were converted into the right to receive the Consideration. After paying the Consideration pursuant to this Section 3.3(b), the Stock Agent shall apply with the Taiwan Depository & Clearing Corporation to transfer the Shares to the name of Buyer. The Consideration shall be paid to the Person whose name is registered as the holder of the Shares. (c) Any portion of the Payment Fund (and any interest or other income earned thereon) that remains undistributed to the holders of Shares (other than Dissenting Shares) one year after the Share Swap Record Date shall be delivered to Buyer upon demand, and any holders of Shares (other than Dissenting Shares) who have not theretofore complied with this Article III shall thereafter look only to Buyer, as general creditor, for payment of the Consideration with respect to such Shares, without interest. In the event that number of shares of Common the Payment Fund is insufficient to make the payments contemplated by this Agreement, Parent shall, or shall cause Buyer, promptly to deposit additional funds with the Stock Agent in an amount which is equal to the quotient obtained by dividing (x) deficiency in the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined amount required to make such payment. The Payment Fund will not be used for any purpose not expressly provided for in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andAgreement.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;; and (b) by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock Ordinary Shares over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock Ordinary Shares as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and. Only whole Warrants are exercisable and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder registered holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available funds;Agent; or (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale price of the Common Stock as reported Ordinary Shares for the ten five (105) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof; andor

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the office of the Warrant Agent Agent, or at the office of its corporate trust department (i) the Definitive successor as Warrant Certificate evidencing the Warrants to be exercised orAgent, in the case Borough of a Warrant represented Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by a book-entrypaying in full, in lawful money of the Warrants United States, in cash, good certified check or good bank draft payable to be exercised (the “Book-Entry Warrants”) on order of the records of The Depository Trust Company (the “Depository”) or as otherwise agreed to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to timeCompany), (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Stock, and the issuance of such shares of the Common Stock; provided, as follows: (a) however, that the holder of a Private Warrant may, in lawful money lieu of payment of the United StatesExercise Price, in good certified check or good bank draft payable to the order of the surrender its Private Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of (1) the number of shares of Common Stock underlying the Warrants, multiplied by surrendered Private Warrant and (2) the excess of difference between the Fair Market Value (as defined in this subsection 3.3.1(b)below) of and the Common Stock over the Warrant Price Exercise Price, by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the The “Sponsor Fair Market Value” shall mean (i) if the volumeCommon Stock is listed on a national securities exchange (including, without limitation, the American Stock Exchange and the Nasdaq Stock Market) or quoted on the OTC Bulletin Board (or any successor electronic inter-weighted dealer quotation system), the average last reported sale closing price of a share of Common Stock for the thirty (30) trading days immediately preceding the date of determination of the Fair Market Value in the principal trading market for the Common Stock as reported for by the ten exchange or the quotation system, as the case may be; (10ii) trading days ending if the Common Stock is not listed on a national securities exchange or quoted on the third OTC Bulletin Board (3rd) or any successor electronic inter-dealer quotation system), but is traded in the residual over-the-counter market, the closing bid price for a share of Common Stock on the last trading day prior to preceding the date on in question for which such quotations are reported by the notice Pink Sheets, LLC or similar publisher of exercise such quotations; and (iii) if the fair market value of the Private Placement Warrant Common Stock cannot be determined pursuant to clause (i) or Working Capital Warrant is sent to (ii) above, such price as the Warrant Agent; andBoard of Directors of the Company shall determine, in good faith.

Payment. Subject In consideration of the timely and satisfactory performance of the services described in Sections 1, 2, and 3 above (the “Services”), NLCS shall be compensated in the manner and amount prescribed by the attached Schedule A. If NLCS shall be requested by the Trust or is required by governmental summons, subpoena, investigation, examination or other legal or regulatory process to perform services outside the scope of the Services (such services, hereinafter referred to as “Extraordinary Services”), the Trust shall compensate NLCS for the performance of such Extraordinary Services at NLCS’s then current standard hourly billing rate for NLCS’s professional time as set forth on Schedule A and reimburse NLCS for any reimbursable expenses, including attorneys’ fees, incurred by NLCS in connection therewith. By way of example, and without intending to limit the foregoing, if the Trust shall request that NLCS assist a Fund’s adviser in preparing for and/or responding to any information request or audit of the adviser by any regulatory authority, the same shall constitute an Extraordinary Service, and NLCS shall, if it elects to provide such assistance, be entitled to be compensated at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any reimbursable expenses incurred in connection therewith. Additionally, in the event NLCS is requested, pursuant to subpoena or other legal process, or advised by its own legal counsel or legal counsel to the provisions Trust in advance of the Warrant and having received any such request, to prepare for, provide testimony or produce any documents relating to its engagement under this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with or anticipation of judicial or administrative proceedings to which NLCS is not a party, or in which NLCS is or may become a named party because of its engagement under this Agreement, NLCS shall promptly notify the exercise Trust and shall be compensated by the Trust at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any reimbursable expenses, including attorneys’ fees, incurred in responding to such request. Notwithstanding the foregoing, and for the avoidance of doubt, the parties acknowledge and agree that the Chief Compliance Officer’s participation in responding to inquiries of the Warrant, the exchange SEC made as part of any routine examination of the Warrant for the shares of Common Stock Trust’s compliance policies and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied procedures by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely SEC, will not be considered Extraordinary Services for purposes of this subsection 3.3.1(b)Section 4. Moreover, except to the “Sponsor Fair Market Value” extent NLCS reasonably believes and/or is advised by its own legal counsel that its failure to perform or delay in performing Extraordinary Services would likely result in liability to NLCS, NLCS shall mean seek the volume-weighted average last reported sale price of Board’s prior written approval before engaging in such Extraordinary Services. Any failure by NLCS to obtain the Common Stock Board’s prior written approval in such circumstances will void the Trust’s obligation as reported set forth in this Section 4 to pay NLCS for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice performance of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andsuch Extraordinary Services.

Payment. Subject A. After delivery of Seller's Gas has commenced, Buyer/Processor shall mail a statement to Seller indicating the quantity of Gas delivered to and the Plant Products and Residue Gas purchased by Buyer/Processor during the preceding Accounting Period, adjustments, if any, made by Buyer/Processor, and the amount due therefore. Where Buyer/Processor is responsible for distribution of revenues, it shall be the obligation of Buyer/Processor to cause proper settlement and accounting to be made and to make distribution of proceeds to all owners of interest in the proceeds from the sale of Gas delivered to Buyer/Processor hereunder, and in consideration therefore, Buyer/Processor shall charge a monthly accounting and settlement fee in the amount of [ * ] Dollars ($[ * ]) per well per interest owner to whom Buyer/Processor distributes revenues, said fee to be deducted by Buyer/Processor pro rata from the amount due the working interest owners hereunder on a per-well basis, The monthly accounting and settlement fee shall be increased [ each July 1 ] by a percentage equal to the provisions percentage change In the cumulative implicit GNP price deflator (January 1995 = 1.0) computed and published as an annual rate by the U.S. Department of Commerce (or, if not available, a comparable economic indicator), provided that such number shall never be a negative number. Where Seller is responsible for revenue distribution, Buyer/Processor shall remit the amount due for all Gas purchased to Seller, and it shall be the obligation of Seller to cause proper settlement and accounting to be made and to make distribution of proceeds to all owners of interest in the proceeds from the sale of Gas delivered to Buyer/Processor hereunder, Buyer/Processor shall mail the statement and payment either on or before the last day of each month (or on the next business day if such day is a weekend or holiday) for Gas purchased the preceding Accounting Period, provided, however, that until Buyer/Processor has received satisfactory evidence of title, it may suspend payments hereunder. The Party responsible for distribution of revenues to owners of interest in the Gas hereby agrees to defend (with counsel reasonably acceptable to the other Party)), indemnify and hold the other harmless of and from any and all claims, demands, actions, causes of action, costs, damages and expenses related to, arising out of or in any way stemming from such obligation; provided, however, that notwithstanding anything contained herein or the Agreement to the contrary. Seller shall defend (with counsel reasonably acceptable to Buyer/Processor), indemnify and hold Buyer/Processor of and from any and all claims, demands, actions, causes of action, costs, damages and expenses related to incorrect information provided to Buyer/Processor concerning ownership interests in the proceeds of production. Buyer/Processor, at its election, may deduct from its payment to Seller, sums, if any, due to Buyer/Processor under the terms of the Warrant and this Agreement or other transactions. B. Buyer/Processor shall have the right to deduct from payment to Seller a metering fee of $[ * ] per meter, per month for each meter that is less than 100 MMBtu during any month is delivered to Buyer/Processor. C. Upon execution of the other Party's Confidentiality Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering each Party to the Warrant Agent Agreement shall have, at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entryexpense, the Warrants right at all times to be exercised (examine the “Book-Entry Warrants”) on the books and records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent other Party, during normal working hours, to the Depository from time extent necessary to timeverify the accuracy of any statement, (ii) an election to purchase (“Election to Purchase”) any Common Stock charge, computation, or demand made under or pursuant to the exercise Agreement. Each Party agrees to keep records and books of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository account in accordance with generally accepted accounting principles in the Depository’s procedures, industry. The Parties agree that the sole and (iii) exclusive remedy and measure of damages for any improper payments under this Agreement shall be the payment in full amount of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stockunderpayment or overpayment, as follows: the case may be, during the two (a2) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of year period immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to preceding the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; anda statement delivered hereunder was questioned in writing.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 in which the Company elects to require holders of the Warrants to exercise the Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock the Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock the Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock Ordinary Shares over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants pursuant to Section 6.2;

Payment. Subject The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and subject in right of payment to the provisions Obligations until such time as the Obligations have been paid-in-full and none of the Warrant and Guarantors shall exercise any right or remedy under this AgreementSection 10.06 against any other Guarantor until such Obligations have been paid-in-full. For purposes of this Section 10.06, (a) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a Warrant may be exercised by percentage) as of the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department date of such payment of Obligations of (i) the Definitive Warrant Certificate evidencing amount by which the Warrants to be exercised oraggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, in subordinated, unmatured, and unliquidated liabilities, but excluding the case obligations of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”such Guarantor hereunder) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (“Election to Purchase”including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any Common Stock pursuant payment of Obligations, any Guarantor that became a Guarantor subsequent to the exercise date of any such payment shall be deemed to have been a Warrant, properly completed and executed by the Registered Holder Guarantor on the reverse date of such payment and the financial information for such Guarantor as of the Definitive Warrant Certificate or, in the case of date such Guarantor became a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price Guarantor shall be utilized for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the exercise ratio (expressed as a percentage) as of the Warrantdate of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the exchange obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Warrant for Loan Parties other than the shares of Common Stock and the issuance maker of such shares Excess Payment exceeds the amount of Common Stock, as follows: (a) in lawful money all of the United Statesdebts and liabilities (including contingent, in good certified check or good bank draft payable to subordinated, unmatured, and unliquidated liabilities, but excluding the order obligations of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)Loan Parties) of the Common Stock over Loan Parties other than the Warrant Price by (y) the Sponsor Fair Market Value. Solely maker of such Excess Payment; provided, however, that, for purposes of this subsection 3.3.1(b), calculating the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price Contribution Shares of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on which the notice date of exercise such Excess Payment and the financial information for such Guarantor as of the Private Placement Warrant date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or Working Capital Warrant is sent to contribution that any Guarantor may have under Law against the Warrant Agent; andBorrower in respect of any payment of Obligations.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company elects to require holders of the Warrants to exercise such warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrantswarrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock our Class A ordinary shares over the Warrant Price exercise price of the warrants by (y) the Sponsor Fair Market ValueValue and (B) 0.361 per warrant. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant, Working Capital Warrant or Working Capital Extension Loan Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value Value” (as defined in this subsection 3.3.1(b3.3.1(c)) over the exercise price of the Common Stock over the Warrant Price Warrants by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of as set forth in the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Shares and the issuance of such shares of Common StockShares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer acting on behalf of immediately available fundsthe Company; (b) in the event of a redemption pursuant to Section 7 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value (Value”, as defined in this subsection 3.3.1(b)4.3.1(b) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value, rounded down to the nearest whole share. Solely for purposes of this subsection 3.3.1(b)4.3.1(b) and Section 7.3, the “Sponsor Fair Market Value” shall mean the volume-weighted average reported last reported sale closing price of the Common Stock as reported Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 7 hereof;

Payment. Subject In consideration of the timely and satisfactory performance of the services described in Sections 1, 2, and 3 above (the “Services”), NLCS shall be compensated in the manner and amount prescribed by the attached Schedule A. If NLCS shall be requested by the Trust or is required by governmental summons, subpoena, investigation, examination or other legal or regulatory process to perform services outside the scope of the Services (such services, hereinafter referred to as “Extraordinary Services”), the Trust shall compensate NLCS for the performance of such Extraordinary Services at NLCS’s then current standard hourly billing rate for NLCS’s professional time as set forth on Schedule A and reimburse NLCS for any out-of-pocket expenses, including attorneys’ fees, incurred by NLCS in connection therewith. By way of example, and without intending to limit the foregoing, if the Trust shall request that NLCS assist a Fund’s adviser in preparing for and/or responding to any information request or audit of any regulatory authority, the same shall constitute an Extraordinary Service, and NLCS shall, if it elects to provide such assistance, be entitled to be compensated at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any out-of-pocket expenses incurred in connection therewith. Additionally, in the event NLCS is requested, pursuant to subpoena or other legal process, or advised by its own legal counsel or legal counsel to the provisions Trust in advance of the Warrant and having received any such request, to prepare for, provide testimony or produce any documents relating to its engagement under this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with or anticipation of judicial or administrative proceedings to which NLCS is not a party, or in which NLCS is or may become a named party because of its engagement under this Agreement, NLCS shall promptly notify the exercise Trust and shall be compensated by the Trust at NLCS’s then current standard hourly billing rate for NLCS’s professional time and reimbursed for any out-of-pocket expenses, including attorneys’ fees, incurred in responding to such request. Notwithstanding the foregoing, and for the avoidance of doubt, the parties acknowledge and agree that the Chief Compliance Officer’s participation in responding to inquiries of the Warrant, the exchange SEC made as part of any routine examination of the Warrant for the shares of Common Stock Trust’s compliance policies and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied procedures by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely SEC, will not be considered Extraordinary Services for purposes of this subsection 3.3.1(b)Section 4. Moreover, except to the “Sponsor Fair Market Value” extent NLCS reasonably believes and/or is advised by its own legal counsel that its failure to perform or delay in performing Extraordinary Services would likely result in liability to NLCS, NLCS shall mean seek the volume-weighted average last reported sale price of Board’s prior written approval before engaging in such Extraordinary Services. Any failure by NLCS to obtain the Common Stock Board’s prior written approval in such circumstances will void the Trust’s obligation as reported set forth in this Section 4 to pay NLCS for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice performance of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andsuch Extraordinary Services.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department Compliance Department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsWire; (b) with respect to any Private Placement Warrant (other than a redemption pursuant to Section 6.2 hereof), so long as such Private Placement Warrant is held by the Sponsor or its Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Redemption Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days day period ending on the third (3rd) trading day immediately prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 6.3 hereof

Payment. Subject Commencing with the Direct Term Commencement Date and thereafter throughout the term of this Lease, Tenant shall pay, before delinquency, all charges for water, gas, heat, light, electricity, power, sewer, telephone, alarm system, janitorial and other services or utilities supplied to or consumed in or with respect to the provisions of the Warrant and this AgreementPremises (other than any costs for water, a Warrant may be exercised by the Registered Holder thereof by delivering electricity or other services or utilities furnished with respect to the Warrant Agent at its corporate trust department Common Areas, which costs shall be paid by Landlord and shall constitute Operating Expenses under Section 5.2 hereof), including any taxes on such services and utilities. (a) The parties recognize and acknowledge that not all utilities and services supplied to the Building are separately metered as between the Expansion Premises and the Premises. To the extent any such utilities or services supplied to the Premises are not separately metered, then during any period in which the Premises constitute less than the entire Building, the amount thereof shall be allocated between the Premises and the other premises or areas sharing such utilities or services in an appropriate manner as determined reasonably and in good faith by Landlord, and (i) to the Definitive Warrant Certificate extent the applicable shared utilities or services are billed to Landlord by the applicable service provider, the portion thereof allocable to the Premises may, in Landlord’s discretion, either be included in Operating Expenses allocable to the Premises under Section 5.1 hereof or be billed directly to Tenant and paid or reimbursed by Tenant within twenty (20) business days after receipt of Landlord’s statement and request for payment, accompanied by reasonable supporting documentation evidencing the Warrants calculation or determination of the amount for which payment or reimbursement is requested; and (ii) to the extent the applicable shared utilities or services are billed to Tenant by the applicable service provider, the portion thereof determined reasonably and in good faith by Landlord to be exercised orallocable to the other premises or areas sharing such utilities or services shall be reimbursed to Tenant through a credit against Tenant’s Operating Expense obligations hereunder, effective upon Tenant’s delivery to Landlord or its property manager (as designated by Landlord) of reasonable supporting documentation evidencing the actual expenses for which such reimbursement is claimed by Tenant (based on Landlord’s reasonable, good faith and appropriate allocation as specified above). (b) Tenant acknowledges that Landlord shall have no obligation to provide guard service or any other security measures for the benefit of the Premises, the Building or the Center. Any such security measures deemed by Tenant to be necessary or appropriate for the benefit of the Premises shall be provided by Tenant at its sole cost and expense. Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees, contractors, invitees and guests, and of the respective property of any of the foregoing, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed (except as otherwise required by applicable laws in the case of the emergency exit corridor serving the Expansion Premises). To the extent Tenant installs or uses any security system for the Premises, Tenant shall at all times provide Landlord with a Warrant represented by a book-entry, contact person who can disarm such security system and who is familiar with the Warrants to be exercised (functioning of such security system in the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise event of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andmalfunction.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of whole Common Stock Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Shares and the issuance of such shares of Common StockShares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section ‎6.1 hereof in which ▇▇▇▇▇▇▇▇’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the “Redemption Fair Market Value (Value,” as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price , by (y) the Sponsor Redemption Fair Market Value. Solely for purposes of this subsection 3.3.1(b)) and Section ‎6.3, the “Sponsor Redemption Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock Shares as reported for during the ten (10) trading days day period ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants pursuant to Section ‎6.2 hereof;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved]; (c) with respect to any Private Placement Warrant, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Sponsor Exercise Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock Ordinary Shares as reported for during the ten (10) trading days day period ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to received by the Warrant Agent; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised entry (the “Book-Entry Warrants”) ), the Warrants to be exercised on the records of The the Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares, and the issuance of such shares of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the excess of difference between the Warrant Price and the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)) and Section 6.1, the “Sponsor Fair Market Value” shall mean the volume10-weighted average last reported sale price Day Average Closing Price (as defined below) as of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agentholders of the Warrants, pursuant to Section 6.2 hereof; andor

Payment. Subject (a) Prior to the Effective Time, Parent shall appoint a commercial bank or trust company to act as an exchange agent hereunder for purposes of exchanging shares of Company Common Stock for the Merger Consideration (the "EXCHANGE AGENT"). At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of holders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 2.4. Parent and Merger Sub agree to make available directly or indirectly to the Exchange Agent, from time to time as needed, cash sufficient to pay cash in lieu of any fractional shares pursuant to Section 2.4(b). Prior to the Effective Time, the Company will deposit with the Exchange Agent cash sufficient to pay any dividends and other distributions, if any, including the REIT Dividend Amount and, to the extent not previously paid, the 2005 Dividend. (b) Promptly after the Effective Time, the Exchange Agent shall pay the Per Share REIT Dividend Amount and to the extent not previously paid, the 2005 Dividend Amount to holders of record on the last Business Day prior to the Closing Date, in accordance with customary procedures for the payment of dividends, and to mail to each record holder of shares of Company Common Stock as of the Closing Date (i) a letter of transmittal, including if applicable a form of election, which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon proper delivery of certificates which immediately prior to the Effective Time represented the Company Common Stock held by such shareholder ("CERTIFICATES") to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent or Merger Sub may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for effecting the surrender of such Certificates in exchange for Merger Consideration. Upon surrender of the Certificates to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the aggregate, the whole number of shares of Per Share Stock Consideration that such shareholder has the right to receive pursuant to Section 2.4 (after taking into account all shares of Company Common Stock then held by such shareholder) and (B) a check in the amount equal to the cash that such shareholder has the right to receive pursuant to the provisions of the Warrant Section 2.4(a) and this AgreementSection 2.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, cash in the case lieu of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records any fractional shares of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Parent Common Stock pursuant to Section 2.4(b) and any unpaid dividends and other distributions, if any, ("CASH PAYMENTS"). No interest will be paid or will accrue on any Cash Payments. In the exercise event of a Warrant, properly completed and executed by transfer of ownership of Company Common Stock which is not registered in the Registered Holder on the reverse transfer records of the Definitive Warrant Certificate orCompany, in the case of a Book-Entry WarrantMerger Consideration and any Cash Payments to which such holder is entitled, properly delivered may be issued with respect to the Company Common Stock to such transferee if such shareholder's Company Common Stock are presented to the Exchange Agent accompanied by the institutions all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have accounts with the Depository in accordance with the Depository’s proceduresbeen paid. (c) Unless otherwise required by applicable law, and (iii) the payment in full any portion of the Warrant Price for each full share of Common Stock as aggregate Merger Consideration which remains undistributed to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number holders of shares of Company Common Stock equal one year after the Effective Time shall be delivered to the quotient obtained by dividing (x) the product of the number Parent and any holders of shares of Company Common Stock underlying who have not theretofore complied with the Warrantsprovisions of this ARTICLE 2 shall thereafter look only to Surviving Corporation for payment of any Merger Consideration to which they are entitled pursuant to this ARTICLE 2. None of Parent, multiplied by Surviving Corporation or the excess Exchange Agent shall be liable to any holder of the Fair Market Value (as defined in this subsection 3.3.1(b)) shares of the Company Common Stock over for any cash and securities held by Parent, Surviving Corporation or the Warrant Price by (y) the Sponsor Fair Market Value. Solely Exchange Agent for purposes of payment pursuant to this subsection 3.3.1(b)ARTICLE 2 delivered to a public official pursuant to any applicable abandoned property, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant escheat or Working Capital Warrant is sent to the Warrant Agent; andsimilar law.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) [Reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value Value” (as defined in this subsection 3.3.1(b3.3.1(c)) of the Common Stock over less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares share of Common Stock and the issuance of such shares share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value Value” (as defined in this subsection 3.3.1(b)) of the Common Stock over less the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)) and Section 6.1, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price (the “Closing Price”) of the shares of Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to the Warrant Agent; andholders of the Warrants, pursuant to Section 6.2 hereof;

Payment. Subject (i) The Contingent Consideration shall be due and payable ten (10) Business Days following the satisfaction of the conditions precedent to any payment of Contingent Consideration pursuant to Section 3.1(b) to the account designated in writing by OTI reasonably in advance. If the Contingent Consideration is to be paid, in whole or in part, through the issuance of MSB Ordinary Shares, the MSB Ordinary Shares shall be issued to OTI no later than ten (10) Business Days following the satisfaction of the respective conditions precedent to any payment of Contingent Consideration pursuant to Section 3.1(b) (“Contingent Shares Payment Date”). (ii) The Contingent Consideration, will be payable in cash or, if Mesoblast Limited is admitted to the official list of the ASX at the time the Contingent Consideration is payable, through the issuance to OTI of MSB Ordinary Shares, or a mix thereof, in each case at the sole discretion of MSB, unless and only to the extent that on the date the MSB Ordinary Shares are to be issued under Section 3.1(c)(i) (A) all or a portion of the MSB Ordinary Shares are prohibited from issuance under Listing Rule 7.1 or (B) the issuance of MSB Ordinary Shares to OTI would cause OTI to breach Section 606 of the Corporations Act, in which case such amount of the Contingent Consideration that cannot be paid through the issuance of MSB Ordinary Shares shall be payable to OTI in cash. The MSB Ordinary Shares shall be valued on a per share basis equal to the five (5) consecutive trading day volume weighted average price as calculated by Bloomberg Financial L.P. under the function “VWAP” or other similar manner as notified by MSB to OTI in advance and to which OTI has no reasonable objection (“VWAP”), up to (and including) the trading day immediately prior to the Contingent Shares Payment Date, with respect to the applicable payment of Contingent Consideration, which will be converted to U.S. Dollars using the closing “U.S.-dollar foreign exchange rate” reported by The Wall Street Journal under the Market Data Center tab (U.S. Internet edition, at ▇▇▇.▇▇▇.▇▇▇) for the Business Day immediately prior to the applicable Contingent Shares Payment Date (the “Issue Price” To the extent that MSB elects to pay any Contingent Consideration in the form of MSB Ordinary Shares, it shall be a condition to the issuance of such MSB Ordinary Shares that OTI deliver (i) a certificate in form and substance reasonably satisfactory to MSB confirming the accuracy of the representations set forth in Sections 5.1(q) through (s), inclusive, hereof and (ii) the Restriction Agreement (with respect to all of the Contingent Consideration payable in the form of the issue of MSB Ordinary Shares other than any MSB Ordinary Shares which are Non-Holding Period Shares) substantially in the form attached hereto as Exhibit F. (iii) To the extent that MSB makes any payment hereunder (including pursuant to Section 3.1(c)(iv)) in MSB Ordinary Shares, OTI shall not Transfer such MSB Ordinary Shares prior to the date that is twelve (12) months following the issuance of such MSB Ordinary Shares to OTI (the “Holding Period”) and provided that any subsequent Transfer is registered under, exempt from or not subject to the provisions of Section 5 of the Warrant Securities Act of 1933, as amended (the “Securities Act”). OTI confirms that as at the date of this Agreement it has no intention of Transferring any MSB Ordinary Shares during any applicable Holding Period. Any attempted Transfer in violation of the foregoing shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, a Warrant may and shall not be exercised by recorded on the Registered Holder thereof by delivering share register of Mesoblast Limited. Notwithstanding the foregoing, to the Warrant Agent at extent consistent with applicable Law, MSB may in its corporate trust department (i) sole discretion, designate one or more payments of Contingent Consideration in the Definitive Warrant Certificate evidencing the Warrants form of MSB Ordinary Shares as not subject to be exercised ora Holding Period by written notice to OTI, in the case of a Warrant represented by a book-entrywhich case, the Warrants provisions of this Section 3.1(c)(iii) shall not apply to be exercised (the “Book-Entry Warrants”) on the records such issuance of The Depository Trust Company (the “Depository”) MSB Ordinary Shares, provided that such MSB Ordinary Shares are freely tradable without further action of OTI. MSB Ordinary Shares which are not subject to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock a Holding Period pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Bookpreceding sentence are sometimes referred to herein as “Non-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andHolding Period Shares”.

Payment. Subject Nhà Đầu Tư phải thanh toán Tổng Giá Trị ▇▇▇▇▇▇ ▇▇▇▇▇▇ trong Thời Hạn Thanh Toán theo các quy định dưới đây: Trong trường hợp Khoản Đặt Cọc bằng đồng Việt Nam (“VND”) và đã được chuyển cho MOIT dưới hình thức đặt cọc quy định trong Quy Chế thì các quy định dưới đây sẽ áp dụng Ngoại trừ trường hợp Nhà Đầu Tư bị mất Khoản Đặt Cọc hoặc MOIT phải trả lại Khoản Đặt Cọc trong các tình huống quy định tại Quy Chế và/hoặc Hợp Đồng này, Khoản Đặt Cọc sẽ được dùng để thanh toán một phần Tổng Giá Trị Chuyển Nhượng. Khoản Đặt Cọc sẽ tự động trở thành tài sản riêng của MOIT vào Ngày Giao Dịch và khi đó, MOIT có toàn quyền sử dụng Khoản Đặt Cọc). Unless the Investor forfeits the Deposit or MOIT is required to return the Deposit under the circumstances set out in the Regulations and/or this Contract, the Deposit will be applied towards the payment of the Contract Amount. The Deposit will automatically become MOIT’s own property on the Closing Date (and thereupon, MOIT will be entitled to use the Deposit at its sole discretion). Nhà Đầu Tư phải thanh toán cho MOIT phần còn lại của Tổng Giá Trị ▇▇▇▇▇▇ ▇▇▇▇▇▇ (bằng Tổng Giá Trị Chuyển Nhượng trừ đi Khoản Đặt Cọc) bằng cách chuyển khoản số tiền tương đương vào Tài Khoản MOIT. The Investor shall pay the remainder of the Contract Amount (being the Contract Amount minus the Deposit) by wire transfer of such amount to the provisions MOIT Account. Trong trường hợp Khoản Đặt Cọc không bằng VND và được chuyển cho MOIT dưới hình thức đặt cọc quy định trong Quy Chế thì các quy định dưới đây sẽ áp dụng: Nhà Đầu Tư phải bảo đảm rằng ngay khi có thể sau ngày ký Hợp Đồng này (nhưng trong mọi trường hợp trước 16:00 giờ (giờ Việt Nam) của Ngày Làm Việc ngay trước Ngày Giao Dịch), MOIT nhận được từ Nhà Đầu Tư một chỉ thị hoặc xác nhận (gọi chung là “chỉ thị”) bằng văn bản về việc chuyển đổi Khoản Đặt Cọc sang VND và chuyển khoản tiền VND thu được từ việc chuyển đổi đó sang Tài Khoản MOIT để thanh toán một phần Tổng Giá Chuyển Nhượng theo Hợp Đồng này trong Thời Hạn Thanh Toán. Chỉ thị nêu trên phải (i) có nội dung và hình thức đáp ứng yêu cầu của MOIT (hành động một cách hợp lý), (ii) có đủ thông tin về ngân hàng thực hiện việc chuyển đổi và tỷ giá chuyển đổi và (iii) chấp thuận một cách rõ ràng việc MOIT chỉ thị cho ngân hàng chuyển đổi chuyển trực tiếp số tiền VND thu được từ việc chuyển đổi Khoản Đặt Cọc vào Tài Khoản MOIT trong Thời Hạn Thanh Toán. The Investor shall ensure that as promptly as possible after the date hereof (but in any event prior to 4:00 p.m. of the Warrant Business Day immediately preceding the Closing Date), MOIT receives from the Investor a written instruction or confirmation (collectively, “instruction”) in connection with conversion of the Deposit into VND and this Agreementtransfer of the resultant VND into MOIT for the purpose of paying a portion of the Contract Amount hereunder within the Payment Period. Such instruction (i) shall be in the form and substance satisfactory to MOIT (acting reasonably), a Warrant may be exercised by (ii) shall contain sufficient information on the Registered Holder thereof by delivering converting bank and the applicable exchange rate and (iii) shall expressly consent to MOIT instructing the Warrant Agent at its corporate trust department converting bank to transfer the VND amount obtained from the conversion of the Deposit into the MOIT Account within the Payment Period. Ngay sau khi nhận được chỉ thị nêu trên của Nhà Đầu Tư, MOIT sẽ có quyền chuyển đổi Khoản Đặt Cọc thành VND theo chỉ thị đó và chuyển số tiền VND thu được từ việc chuyển đổi đó vào Tài Khoản MOIT như một phần của Tổng Giá Trị Chuyển Nhượng được Nhà Đầu Tư thanh toán theo Hợp Đồng này. (i) Nhà Đầu Tư không thực hiện quy định tại Điều 4.2 (a) trên đây hoặc (ii) MOIT không thể chuyển đổi được Khoản Đặt Cọc theo chỉ thỉ nêu trên của Nhà Đầu Tư trong Thời Hạn Thanh Toán vì bất kỳ lý do nào không phải do lỗi của MOIT thì MOIT sẽ có toàn quyền chuyển đổi Khoản Đặt Cọc theo tỷ giá theo thỏa thuận giữa MOIT và ngân hàng được MOIT lựa chọn để chuyển đổi Khoản Đặt Cọc thành VND và chuyển khoản tiền VND nhận được từ việc chuyển đổi đó vào Tài Khoản MOIT như một phần của Tổng Giá Chuyển Nhượng do Nhà Đầu Tư thanh toán theo Hợp Đồng này. If (i) the Definitive Warrant Certificate evidencing Investor fails to comply with the Warrants to be exercised or, provision in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”Article 4.2(a) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, above or (ii) an election MOIT is unable to purchase (“Election to Purchase”) any Common Stock convert the Deposit pursuant to such instruction within the exercise Payment Period for any reason not attributable to MOIT then MOIT will be entitled to cause the Deposit to be converted into VND at such exchange rate as agreed by MOIT and the bank selected by MOIT for the purpose of conversion of the Deposit into VND and the resultant VND to be transferred into the MOIT Account as a Warrant, properly completed and executed portion of the Contract Amount paid by the Registered Holder on Investor hereunder. (b) trên đây) bằng cách chuyển khoản số tiền tương đương vào Tài Khoản MOIT. The Investor shall pay the reverse remainder of the Definitive Warrant Certificate or, in Contract Amount (being an amount equal to the case of a Book-Entry Warrant, properly delivered by Contract Amount minus the institutions VND amount that have accounts with MOIT actually receives into the Depository MOIT Account in accordance with Article 4.2(b) above) by wire transfer of such amount to the Depository’s proceduresMOIT Account. Trong trường hợp Khoản Đặt Cọc không bằng VND và được chuyển cho MOIT dưới hình thức ký quỹ quy định trong Quy Chế thì các quy định dưới đây sẽ áp dụng: Ngay sau ngày ký Hợp Đồng này, and MOIT sẽ có toàn quyền gửi Thông Báo Thanh Toán (iiiđược định nghĩa trong Hợp Đồng Ký Quỹ) cho Đại Lý Ký Quỹ để chỉ định Đại ▇▇ ▇▇ ▇▇▇ chuyển đổi Khoản Đặt Cọc thành VND theo tỷ giá quy định tại Điều 4(a) của Hợp Đồng Ký Quỹ và chuyển khoản tiền VND nhận được từ việc chuyển đổi đó vào Tài Khoản MOIT như là một phần của Tổng Giá Trị Chuyển Nhượng do Nhà Đầu Tư thanh toán theo Hợp Đồng này. Immediately after the payment date hereof, MOIT will be entiled to deliver the Payment Notice (as defined in full the Escrow Agreement) to the Escrow Agent instructing the Escrow Agent to convert the Deposit into VND at the exchange rate set out in Article 4(a) of the Warrant Price for each full share of Common Stock Escrow Agreement and transfer the resultant VND into the MOIT Account as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise a portion of the Warrant, Contract Amount paid by the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:Investor hereunder. (a) in lawful money trên đây) bằng cách chuyển khoản số tiền tương đương vào Tài Khoản MOIT. The Investor shall pay the remainder of the United States, in good certified check or good bank draft payable Contract Amount (being an amount equal to the order of Contract Amount minus the Warrant Agent or VND amount that MOIT actually receives into the MOIT Account in accordance with Article 4.3(a) above) by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal such amount to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market ValueMOIT Account. Solely for purposes of this subsection 3.3.1(b), the Khi được sử dụng trong Hợp Đồng này: “Sponsor Fair Market ValueĐại Lý Ký Quỹ” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andcó nghĩa là ngân hàng thương mại hoặc chi nhánh ngân hàng nước ngoài được lựa chọn làm ngân hàng nơi Nhà Đầu Tư mở tài khoản nhận và giữ Khoản Đặt Cọc như là một khoản ký quỹ theo quy định của Quy Chế và Hợp Đồng Ký Quỹ.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a in book-entryentry form, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the order of the Warrant Agent or by wire transfer of immediately available fundsAgent; (b) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Historical Fair Market Value (Value”, as defined in this subsection 3.3.1(b)) of the Common Stock , over the Warrant Price by (y) the Sponsor Historical Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Historical Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the DepositoryDepositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfers; (b) [Reserved]; (c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Fair Market Value Value” (as defined in this subsection 3.3.1(b3.3.1(c)) of the Common Stock over less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b3.3.1(c), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andor

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by delivering delivering, not later than 5:00 p.m., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its corporate trust department successor as Warrant Agent (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised orexercised, or in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any in the form attached hereto as part of Exhibit A or Exhibit B, as applicable, the shares of Common Stock pursuant underlying the Warrants to the exercise of a Warrantbe exercised, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate orexecuted, or in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, procedures and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is Warrants are exercised and any and all applicable taxes due in connection with the exercise of the WarrantWarrants, the exchange of the Warrant Warrants for the shares of Common Stock Stock, and the issuance of such shares of the Common StockStock in full, as follows: (a) in lawful money of the United States, by cash, by bank wire transfer in good immediately available funds or by certified check or good bank draft payable to the order Company; provided, however, that the holders of the Private Warrants may pay the Warrant Agent or by wire transfer of immediately available funds; (b) Price by surrendering the Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the WarrantsWarrant, multiplied by the excess of difference between the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over and the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the The “Sponsor Fair Market Value” shall mean means the volume-weighted average last reported sale sales price of the Common Stock in the principal trading market for the Common Stock as reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (or successor exchange), as the case may be, for the ten (10) 10 consecutive trading days ending on the third (3rd) trading day prior to preceding the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andWarrants are exercised.

Payment. Subject (a) The Supply Contractor must submit to the provisions Principal’s Representative within 4 days after the end of each month an statement in the form of the Warrant and this Agreement, a Warrant may be exercised Principal’s contract claim form attaching the information required by the Registered Holder thereof Principal’s Representative: (i) showing the value of the Services executed by delivering the Supply Contractor to the Warrant Agent at its corporate trust department end of the previous month; (ii) including details of any amount claimed by the Supply Contractor’s subcontractors which is the subject of a dispute between the Supply Contractor and those subcontractors and details of the dispute; and (iii) documentary evidence that it has incurred a fee for Services performed and the Reimbursable Expenses claimed. (b) Within 4 days of receipt by the Principal’s Representative of a claim provided in accordance with clause 10.2(a), the Principal’s Representative must determine in writing any variations to the amount payable to the Supply Contractor and set this out in a payment schedule. The amount payable under the payment schedule will be: (i) the Definitive Warrant Certificate evidencing assessment by the Warrants to be exercised or, Principal’s Representative of the value of the Services performed by the Supply Contractor for the relevant period which must take into account the likely cost of rectifying any defects in the case of a Warrant represented by a book-entry, Services and must exclude any amounts in relation to which the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, Supply Contractor has no Entitlement; (ii) an election to purchase (“Election to Purchase”) the amount of any Common Stock pursuant to the exercise of a Warrant, properly completed and executed Reimbursable Expenses incurred by the Registered Holder on Supply Contractor with the reverse prior written approval of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the DepositoryPrincipal’s procedures, and Representative; (iii) any amounts due from the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable Principal to the order of the Warrant Agent or by wire transfer of immediately available fundsSupply Contractor pursuant to this Contract; (biv) less the amounts already paid by surrendering the Warrants for that number of shares of Common Stock equal Principal to the quotient obtained by dividing Supply Contractor in relation to the Contract and the Services; and (xv) less the product amount of any money which is due or which may become due from the Supply Contractor to the Principal in respect of this Contract or the Services and amounts already paid to the Supply Contractor in respect of the number Contract and amounts which the Principal is entitled to deduct or withhold. (c) The Supply Contractor must give the Principal a Tax Invoice in respect of shares the amount the subject matter of Common Stock underlying the Warrants, multiplied a determination or payment schedule issued by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(bPrincipal’s Representative pursuant to clauses 10.2(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading 10.5 within 4 days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andof

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering delivering, not later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its corporate trust department successor as Warrant Agent, (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised orexercised, or in the case of a Book-Entry Warrant represented by a book-entryCertificate, the Warrants to be exercised (the “Book-Entry Warrants”) ), free on the records of The Depository Trust Company (the “Depository”) Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purposes purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, Subscription Form properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate orexecuted, or in the case of a Book-Entry WarrantWarrant Certificate, properly delivered by the institutions that have accounts with the Depository Participant in accordance with the Depository’s procedures, ; and (iii) unless the payment in full of Registered Holder has elected to make a cashless exercise pursuant to Section 5.5, the Warrant Price for each full share of Common Stock as to which the Warrant is Warrants are exercised and any and all applicable taxes due in connection with the exercise of the WarrantWarrants, the exchange of the Warrant Warrants for the shares of Common Stock Stock, and the issuance of such shares of the Common StockStock in full, as follows: (a) in lawful money of the United States, by cash, by bank wire transfer in good immediately available funds, or by certified check or good bank draft payable to the order Company. (a) If any of (i) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate, (ii) the Subscription Form, or (iii) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on a specified day or if such day is not a Business Day, the Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be the Business Day next succeeding such day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 P.M., New York City time, on the Expiration Date. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by wire transfer the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of immediately available funds;the invalidity of any exercise of Warrants. (b) The Warrant Agent shall deposit all funds received by surrendering it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each Business Day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (c) 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 and the transfer agent and registrar in respect of (i) the shares of Common Stock issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the shares of Common Stock 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, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for that number each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. (d) The Company shall, by 5:00 P.M., New York City time, on the first Business Day next succeeding the Exercise Date of any Warrant and, unless the Registered Holder has elected to make a cashless exercise pursuant to Section 5.5, the clearance of the funds in payment of the Warrant Price, execute, issue, and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York City time, on the second Business Day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the Registered Holder or Participant, as the case may be. (e) In lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. (f) The accrual of dividends, if any, on the shares of Common Stock issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the shares of Common Stock. Starting with the Exercise Date, the former Registered Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of shares of Common Stock equal and such former Registered Holder’s right to receive payments of dividends and any other amounts payable in respect of the quotient obtained by dividing shares of Common Stock shall be governed by, and shall be subject to, the terms and provisions generally applicable to such shares of Common Stock. (xg) Warrants may be exercised only in whole numbers of shares of Common Stock. No fractional shares of Common Stock are to be issued upon the product exercise of the Warrant, but rather the number of shares of Common Stock underlying to be issued shall be rounded down to the Warrantsnearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, multiplied a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price Company and countersigned by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent, and delivered to the holder of such Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation 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 of the Warrants remaining after such exercise. (h) The Company will pay all documentary stamp or other taxes or governmental charge attributable to the initial issuance of shares of Common Stock upon the exercise of Warrants; andprovided, however, that the Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the shares of Common Stock in a name other than that of the Registered Holder of a Warrant Certificate surrendered upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any shares of Common Stock until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

Payment. Subject Customers wishing to establish a credit account with FFF must complete and sign this application form. Terms of payment for all orders are Net 30 days from the provisions date of the Warrant and this Agreementinvoice, a Warrant may be exercised by the Registered Holder thereof by delivering unless otherwise agreed to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent customer and FFF. Prices billed are the prices in effect at the time the customer’s order is accepted by FFF. Prices are subject to change without notice. The customer hereby guarantees payment of all debts, accounts and invoices. The customer agrees to pay all debts, accounts and invoices owing to FFF in full accordance with the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse agreed upon terms of the Definitive Warrant Certificate orsale. In the event such debts, accounts or invoices owing are not paid when due, they will accrue late charges at the rate of 1.5% per month or the maximum rate allowed by law, whichever is the lesser rate. The customer hereby agrees to pay all fees and collection costs including attorneys’ fees, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresevent this account is placed for collection, and waives the privilege of being sued in the customer’s county of residence. Earned discounts must be taken at the time of original invoice payment. FFF ENTERPRISES CHANNEL INTEGRITY PLEDGE Because FFF’s Responsible Distribution Channel provides a secure chain of custody that ensures biopharmaceutical products move only from the manufacturer through a single, ethical distributor to the customer, with no gray area in between; Because FFF’s Responsible Distribution Channel protects the efficacy, integrity and safety of biopharmaceuticals and the health and well-being of patients; And, because FFF’s Responsible Distribution Channel promotes product availability, safety and cost containment; We therefore pledge to honor FFF’s Responsible Distribution Channel, the product safety it ensures, and the primary benefit that Channel Integrity provides: improved patient safety. _ _ Authorized purchasing agent signature (iiifor legal account name) Print name and title Date Legal account name of facility DocuSign Envelope ID: B07FA52B-A211-4194-9EAD-07677D5E5F33 The most current version ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇.▇▇▇▇▇.▇▇.▇▇/MMCAP/Contracts/Default.aspx THIS AMENDMENT NO. 5 (“Amendment”) to MMS1900142 and its amendments (“Agreement”) is entered into on the payment in full date all required signatures are obtained for this document and is by and between the State of Minnesota acting through its Commissioner of Administration (“Minnesota”) on behalf of the Warrant Price for each full share MMCAP Infuse (“MMCAP Infuse”) and FFF Enterprises, Inc., a corporation with an address of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock▇▇▇▇▇▇▇▇, as follows: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b“Vendor”)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and.

Payment. Subject 3.1 For each Acceptance that has been confirmed by the Requesting Party, the Requesting Party shall pay to the provisions Assisting Party the greater of: (a) twenty-five percent (25%) of all license fees and royalties that the Warrant and this Agreement, a Warrant may be exercised by Requesting Party (as the Registered Holder thereof by delivering "Licensing Party") collects pursuant to all Third Party Licenses for which the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock Assisting Party provided assistance pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse Acceptance of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and Request (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check "Shared Revenue Payment"); or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) an hourly fee based on the amount of man-hours estimated and worked by surrendering the Warrants for that number of shares of Common Stock equal Assisting Party pursuant to the quotient obtained Acceptance of the Request. 3.2 The Assisting Party, at the time of or prior to the Acceptance, can request in writing to be paid the hourly fee as specified in section 3.1(b). The hourly fee for such man-hours may be agreed to by dividing the Parties and specified in CINGULAR WIRELESS LLC -------------------------------------------------------------------------------- EXHIBITS - Licensing Support Agreement between BellSouth Intellectual Property Marketing Corporation and Cingular Wireless, LLC EXHIBIT 10.53 the Acceptance, but the default hourly fee in the absence of an agreement by the Parties is one hundred fifty dollars (x$150.00) per hour. Upon requesting to be paid an hourly fee pursuant to this section, or upon a determination that the product hourly fee of section 3.1(b) is greater than the Shared Revenue Payment of section 3.1(a), the Assisting Party shall provide an invoice to the Requesting Party with a reasonably detailed description of the number of shares hours worked by each person and the tasks performed by each person pursuant to the Request. Payment of Common Stock underlying the Warrants, multiplied by the excess such hourly fees shall be made only upon completion of the Fair Market Value work pursuant to an accepted Request, and shall be made within sixty (as defined 60) days of the invoice date. If the Assisting Party is paid an hourly fee, unless otherwise agreed, it shall not be entitled to receive any Shared Revenue Payment in this subsection 3.3.1(b)the event a Third Party License is subsequently entered into. If agreed to, either in a Request, Acceptance, or in another writing signed by both Parties, the Shared Revenue Payment referenced in section 3.1(a) may be increased up to one hundred percent (100%) or decreased to zero percent (0%) of the Common Stock over license fees and royalties collected by the Warrant Price by (y) Licensing Party pursuant to a Third Party License. Such increase or decrease may be based on factors such as the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)amount, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price quality, timeliness, and importance of the Common Stock as reported for lead or the ten (10) trading days ending on work performed by the third (3rd) trading day prior Assisting Party pursuant to the date on which the notice an Acceptance of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; anda Request.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by delivering to surrendering it, at the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account office of the Warrant Agent at the Depository designated for such purposes purposes, with the subscription form, as set forth in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, duly executed and properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedurescompleted, and (iii) the payment by paying in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available fundstransfer; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale closing price of the Common Stock as reported Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant redemption is sent to holders of the Warrant AgentWarrants pursuant to Section 6 hereof; andor (c) in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the trading day prior to the date of exercise.

Payment. Subject (a) It is the intention of the parties hereto that all transactions between the parties related to the provisions Retailer Gift Cards shall be on an arm’s length basis. (b) For overall management of the Warrant and Program, Retailer shall pay Blackhawk a program management fee of [***] of gross par value of all Retailer gift card sales. The Parties anticipate that this Agreement, a Warrant fee may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository renegotiated from time to time, (ii) an election as appropriate, to purchase (“Election to Purchase”) any Common Stock pursuant ensure that the fee is reflective of the on-going fair market value of the program management services. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the exercise omitted portions. (c) At time of sale to customer, Retailer shall remit full customer payment to Blackhawk. On the amount remaining outstanding, Safeway will invest this on behalf of Blackhawk and, Safeway shall pay to Blackhawk interest at the rate of prime plus 1.5 percent, such interest to be compounded annually. (d) In consideration for the services provided herein by Retailer, Blackhawk shall pay Retailer at a Warrant, properly completed and executed rate of [***] of the gross par value of gift cards sold by the Registered Holder on the reverse Retailer, in addition to amount redeemed by customer. (e) Retailer shall promptly deliver all proceeds of the Definitive Warrant Certificate orsale of proprietary Retailer Gift Cards. Retailer shall, within thirty (30) days after the end of each calendar month, deliver to Blackhawk an accounting of all transactions made regarding the Retailer Gift Cards for the month, which shall be accompanied by reasonable documentation or explanation supporting such charges, and remit all funds due to Blackhawk in full within the same thirty (30) days. (f) In consideration for the series provided herein by Retailer, Blackhawk shall reimburse Retailer for all costs of the duties enumerated in the case Agreement to which this Exhibit is appended, plus [***] of said costs as a Book-Entry Warrantfee for the provision of the services (office space, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresI.T. services, and (iii) administration services as set forth in the payment agreement to which this exhibit is appended). Retailer shall, within 30 days after the end of each calendar month, deliver to Blackhawk an invoice of all reimbursable costs incurred during the month, which shall be accompanied by reasonable documentation or explanation supporting such charges. Such invoice shall be paid in full within thirty (30) days of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; anddelivery.

Payment. Subject (a) Gascor must pay the First Instalment and the Second Instalment to the provisions of Agent on the Warrant and this Agreementday on which the relevant itemised statement is received pursuant to Clauses 6.8(b) or 6.8(c), a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in as the case of a Warrant represented by a book-entrymay be) provided that, if the Warrants to be exercised relevant itemised statement is received after 10.00am, Gascor may pay the First Instalment or the Second Instalment (as the “Book-Entry Warrants”case may be) on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds;next Working Day. (b) On or before the later of the [THIS PARAGRAPH CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED, BUT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] day of each Month (or, if that day is not a Working Day, the next Working Day) or the [THIS PARAGRAPH CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED, BUT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Working Day after receipt of a Monthly Claim Form accompanied by surrendering all supporting documentation which the Warrants for that number Agent is required to provide pursuant to paragraphs 3(c) and (d) of shares of Common Stock equal Schedule 6, Gascor must pay the amount which it is required to pay pursuant to the quotient obtained Monthly Claim Form (except to the extent Clause 6.10 provides otherwise) to the Agent by dividing means of electronic funds transfer (xor other means acceptable to the Agent) to the product of the number of shares of Common Stock underlying the Warrants, multiplied account maintained in Australia nominated from time to time by the excess of Agent for this purpose. (c) Unless and until the Fair Market Value Agent has submitted a Monthly Claim Form which is accompanied by all the supporting documentation which the Agent is required to provide pursuant to paragraphs 3(c) and (as defined in this subsection 3.3.1(b)d) of Schedule 6 and which Gascor regards as material, Gascor is not obliged to make any payment to the Common Stock over Agent in respect of that Monthly Claim Form or any other Statement which may be submitted or prepared after the Warrant Price by Month to which that Monthly Claim Form relates. (yd) the Sponsor Fair Market Value. Solely for purposes Within 7 days of this subsection 3.3.1(breceipt of an Annual Statement complying with Clause 6.8(e), the “Sponsor Fair Market Value” shall mean Party required to make a payment pursuant to that Annual Statement must make payment (except to the volume-weighted average last reported sale price extent Clause 6. 1 0 provides otherwise) to the Party required to be paid of the Common Stock as reported amount due pursuant to that Annual Statement by means of electronic funds transfer (or other means acceptable to the payee) to the account maintained in Australia nominated from time to time by the payee for the ten this purpose. (10e) trading days ending Any payment which a Party is required to make under this Agreement (other than a payment which a Party is required to make pursuant to a Statement) must be paid promptly on the third due date by means of electronic funds transfer (3rd) trading day prior or other means acceptable to the date on payee) to the account maintained in Australia nominated from time to time by the payee for this purpose. (f) Subject to Clauses 6.9(g) and 6.10(b), any payment which a Party is required to make under this Agreement must be made without any set-off, counter claim or condition and without any deduction or withholding for any tax or any other reason, unless a Party is required to make a deduction or withholding by law. (g) Any payment which a Party ("PAYER") is required to make under this Agreement may be set off against any payment which the notice of exercise of the Private Placement Warrant or Working Capital Warrant other Party is sent required to make to the Warrant payer under the Agent; and's Sub-sales Agreement.

Payment. Subject to the provisions In consideration of the Warrant releases set forth in Section 1, in full settlement of any potential claims, and in full settlement of claims asserted against IDT by Straight Path and claims asserted against Straight Path by IDT, (i) contemporaneously with the execution of this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering IDT shall pay in cash to the Warrant Agent at its corporate trust department Straight Path (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised or, in as determined by Straight Path, to Straight Path as agent for certain of its subsidiaries) $6,000,000 for a transfer of shares and $10,000,000 as a portion of the case consideration being paid for settlement of a Warrant represented by a book-entry, the Warrants to be exercised claims (the “Book-Entry WarrantsSettlement Payment”) on – the records of The Depository Trust Company aggregate amount in cash being $16,000,000 (the “DepositoryAggregate Cash Payment”) to an account of the Warrant Agent at the Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time), (ii) an election to purchase (“Election to Purchase”) any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions that have accounts with the Depository in accordance with the Depository’s proceduresSection 4(d) hereof, Straight Path shall transfer six hundred twenty-five (625) shares of common stock of New SPIP (as defined in Section 4(a)) to IDT or, if directed by IDT, to Assignee, and (iii) in accordance with Section 4(d) hereof, IDT or Assignee, as the payment case may be, and Straight Path shall cause New SPIP to transfer the Class B Interest (used herein as defined in full the SPIP LLC Operating Agreement) to Straight Path. For U.S. federal and state income tax purposes, (x) $10,000,000 of the Warrant Price Aggregate Cash Payment made by IDT is in settlement of various claims and shall be reported by IDT and Straight Path as a tax-free contribution to capital by IDT to Straight Path effective prior to the Spinoff, and (y) $6,000,000 of the Aggregate Cash Payment shall be allocated to the transfer of shares of New SPIP stock by Straight Path to IDT or (at the direction of IDT) Assignee, and, in each case, neither IDT, Straight Path nor Assignee shall take any position inconsistent therewith on any tax return (including any amendment or claim for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due refund) or in connection with any tax or audit proceeding absent a final determination by a court to the exercise contrary. The Aggregate Cash Payment shall be made by IDT in immediately available funds to the account shown on Exhibit A contemporaneously with the execution of this Agreement. Subject to the Warrantterms and conditions of this Agreement, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; (b) by surrendering the Warrants for that number of shares of Common Stock equal New SPIP common stock by Straight Path to IDT or Assignee, as the quotient obtained case may be, and the other transactions contemplated by dividing (x) this Agreement shall be effective on the product of the number of shares of Common Stock underlying the Warrants, multiplied dates mutually determined by the excess Parties in accordance with Section 4 below (the latest of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(b)such dates, the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; andEffective Date”).