Common use of Placement Warrants Clause in Contracts

Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject to the preemptive rights of Common Stock any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying the Placement Warrants are hereinafter referred to collectively as and the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Additional Placement Warrants shall be non-redeemable by have been reserved for issuance upon the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers exercise of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined Additional Placement Warrants, when issued in Section 2.22 hereof)). There will be no placement agent in accordance with the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale terms of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) RulesWarrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the Placement Warrants purchased by CII holders thereof are not and will not be subject to a lock-up for a period personal liability by reason of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrantsbeing such holders.

Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings Quantum Ventures LLC (“VAHQuantum Ventures”) and Chardan International Investments, Quantum LLC (“CIIChardan Quantum” and, together with Quantum Ventures, the “Co-Sponsors”) shall purchase from the Company, pursuant to the Subscription Warrants Purchase Agreements (as defined in Section 2.24.2 2.23.2 hereof) an aggregate of 6,000,000 5,562,500 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants warrants included as part of the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Warrants Purchase Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). The Placement Warrants purchased by Chardan Quantum will not be exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(g)(8)(A), as long as Chardan Quantum or any of its related persons beneficially own these warrants. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Placement Warrants. Simultaneously with Upon consummation of a Transaction, the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall Company will issue to PCA five-year stock purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Agent Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), equivalent to 7% of the shares issued in the Transaction to investors listed in Addendum A, taking into consideration any increase in shares under a ratchet or similar provision pursuant to which 4,00,000 Placement Warrants will be the number of shares initially purchased by VAH and 2,000,000 Placement Warrants will be purchased by CIIis subsequently increased, with an “exercise price” equal to 100% of the exercise price of the warrants issued in the Transaction. The Placement Warrants and exercise price is defined as the shares of Common Stock underlying price at which PCA may convert the Placement Agent Warrants into common stock of the Company. In addition to the exercise price, PCA shall pay a “warrant cost” of $0.001 per share (one-tenth of a cent) to the Company upon the issuance of Placement Agent Warrants. Microwave Satellite Technologies, Inc. May 15, 2007 A separate Placement Agent Warrant Agreement shall be prepared after consummation of the Transaction, and shall take the form of PCA’s standard warrant agreement, but shall be acceptable to the Company, which contains the following terms, among others: the Placement Agent Warrants are hereinafter referred not transferable by the warrantholder other than to collectively as the “Placement Securities.” Each Placement Warrant shall be identical a limited number of employees and affiliates of PCA subject to the Warrants sold in the Offering except that compliance with all applicable securities laws; the Placement Agent Warrants shall be non-redeemable by the Company and may be exercised for cash as to all or on a cashless basis, as described in any lesser number of shares of equity securities commencing immediately after the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statementconsummation of the Transaction; the Placement Agent Warrants may be exercised on a cash-less basis if not registered within 1 year of the closing of the Transaction and be redeemable on the same terms as the Transaction warrants; and the warrant agreement will contain provisions for change of control, weighted average based anti-dilution and (iii) exercise their “customary piggy-back” back registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrantsrights.

Placement Warrants. Simultaneously with the Closingconsummation of the Offering, Ventoux Acquisition Holdings (i) Medicus Sciences Sponsor LLC (the “VAH”) and Chardan International Investments, LLC (“CIISponsor”) shall purchase from the Company, Company pursuant to the Subscription Agreements Sponsor Private Placement Warrant Purchase Agreement (as defined in Section 2.24.2 2.25.2 hereof) 3,555,556 warrants; and (ii) Maxim Partners LLC shall purchase from the Company pursuant to the Maxim Private Placement Warrant Purchase Agreement (as defined in Section 2.25.3 hereof) 1,200,000 warrants, for an aggregate of 6,000,000 4,755,556 warrants (together, the “Placement Warrants”) at a purchase price of $1.00 0.90 per Placement Warrant in a private placement placements (the “Private PlacementPlacements”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the Class A ordinary shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in underlying the Offering Firm Units except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements Sponsor Private Placement Warrant Purchase Agreement, the Maxim Private Placement Warrant Purchase Agreement and the Warrant Agreement (as defined in Section 2.22 2.24 hereof)). There Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Placement Warrants. Simultaneously with Upon consummation of a Transaction, the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall Company will issue to Granite five-year stock purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Agent Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), equivalent to 7% of the shares issued in the Transaction to investors listed in Addendum A, taking into consideration any increase in shares under a ratchet or similar provision pursuant to which 4,00,000 Placement Warrants will be the number of shares initially purchased by VAH and 2,000,000 Placement Warrants will be purchased by CIIis subsequently increased, with an “exercise price” equal to 100% of the exercise price of the warrants issued in the Transaction. The Placement Warrants and exercise price is defined as the shares of Common Stock underlying price at which Granite may convert the Placement Agent Warrants into common stock of the Company. In addition to the exercise price, Granite shall pay a “warrant cost” of $0.001 per share (one-tenth of a cent) to the Company upon the issuance of Placement Agent Warrants. Microwave Satellite Technologies, Inc. May __, 2007 A separate Placement Agent Warrant Agreement shall be prepared after consummation of the Transaction, and shall take the form of Granite’s standard warrant agreement, but shall be acceptable to the Company, which contains the following terms, among others: the Placement Agent Warrants are hereinafter referred not transferable by the warrantholder other than to collectively as the “Placement Securities.” Each Placement Warrant shall be identical a limited number of employees and affiliates of Granite subject to the Warrants sold in the Offering except that compliance with all applicable securities laws; the Placement Agent Warrants shall be non-redeemable by the Company and may be exercised for cash as to all or on a cashless basis, as described in any lesser number of shares of equity securities commencing immediately after the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statementconsummation of the Transaction; the Placement Agent Warrants may be exercised on a cash-less basis if not registered within 1 year of the closing of the Transaction and be redeemable on the same terms as the Transaction warrants; and the warrant agreement will contain provisions for change of control, weighted average based anti-dilution and (iii) exercise their “customary piggy-back” back registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrantsrights.

Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings LLC AXIOS Sponsor LP, a Delaware limited partnership (the “VAHSponsor”) and Chardan International Investments, LLC (“CII”) I-Bankers shall purchase from the Company, Company pursuant to the Subscription Agreements Private Placement Warrant Agreement (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 7,545,000 warrants (the “Placement Warrants”) (of which 1,000,000 Placement Warrants will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrant Warrants in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares of Common Stock securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Warrant Warrants shall be identical to the Warrants sold in the Offering except that the Placement Warrants shall be (i) non-redeemable by the Company Company, and (ii) may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant I-Bankers agrees not to Rule 5110(g)(1) transfer, assign or sell any of FINRA’s the Placement Securities or Additional Placement Securities (as defined below) Rulesin Section 1.4.2), if any, and agrees to waive its redemption and liquidation rights with respect to such the Placement Warrants purchased by CII are subject Securities or Additional Placement Securities, if any, pursuant to a lockthe terms set forth in that certain Private Placement Warrant Agreement dated as of the date hereof. Additionally, I-up Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities or Additional Placement Securities, if any, for a period of 180 days immediately following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Registration Statement Representative or the commencement of sales any such underwriter or Selected Dealer, in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecatedeach case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities or Additional Placement Securities, if any, to be the subject of any hedging, short sale, derivative or derivative, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the securities. Pursuant to Placement Securities or Additional Placement Securities, if any, except as provided for in FINRA Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants5110(3)(2).

Placement Warrants. Simultaneously with Upon consummation of a Transaction, the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall Company will issue to WFG five-year stock purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Agent Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), equivalent to 7% of the shares issued in the Transaction to investors listed in Addendum A, taking into consideration any increase in shares under a ratchet or similar provision pursuant to which 4,00,000 Placement Warrants will be the number of shares initially purchased by VAH and 2,000,000 Placement Warrants will be purchased by CIIis subsequently increased, with an “exercise price” equal to 100% of the exercise price of the warrants issued in the Transaction. The Placement Warrants and exercise price is defined as the shares of Common Stock underlying price at which WFG may convert the Placement Agent Warrants into common stock of the Company. In addition to the exercise price, WFG shall pay a “warrant cost” of $0.001 per share (one-tenth of a cent) to the Company upon the issuance of Placement Agent Warrants. Microwave Satellite Technologies, Inc. May __, 2007 A separate Placement Agent Warrant Agreement shall be prepared after consummation of the Transaction, and shall take the form of WFG’s standard warrant agreement, but shall be acceptable to the Company, which contains the following terms, among others: the Placement Agent Warrants are hereinafter referred not transferable by the warrantholder other than to collectively as the “Placement Securities.” Each Placement Warrant shall be identical a limited number of employees and affiliates of WFG subject to the Warrants sold in the Offering except that compliance with all applicable securities laws; the Placement Agent Warrants shall be non-redeemable by the Company and may be exercised for cash as to all or on a cashless basis, as described in any lesser number of shares of equity securities commencing immediately after the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statementconsummation of the Transaction; the Placement Agent Warrants may be exercised on a cash-less basis if not registered within 1 year of the closing of the Transaction and be redeemable on the same terms as the Transaction warrants; and the warrant agreement will contain provisions for change of control, weighted average based anti-dilution and (iii) exercise their “customary piggy-back” back registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrantsrights.

Placement Warrants. Simultaneously with the Closingconsummation of the Offering, Ventoux Acquisition Holdings (i) Medicus Sciences Sponsor LLC (the “VAH”) and Chardan International Investments, LLC (“CIISponsor”) shall purchase from the Company, Company pursuant to the Subscription Agreements Sponsor Private Placement Warrant Purchase Agreement (as defined in Section 2.24.2 2.25.2 hereof) 3,555,556 warrants; and (ii) Maxim shall purchase from the Company pursuant to the Maxim Private Placement Warrant Purchase Agreement (as defined in Section 2.25.3 hereof) 1,200,000 warrants, for an aggregate of 6,000,000 4,755,556 warrants (together, the “Placement Warrants”) at a purchase price of $1.00 0.90 per Placement Warrant in a private placement placements (the “Private PlacementPlacements”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the Class A ordinary shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in underlying the Offering Firm Units except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements Sponsor Private Placement Warrant Purchase Agreement, the Maxim Private Placement Warrant Purchase Agreement and the Warrant Agreement (as defined in Section 2.22 2.24 hereof)). There Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Placement Warrants. Simultaneously with On each closing date on which Aggregate Consideration is paid or becomes payable, the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) Company shall purchase from the Company, pursuant issue to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 Agents warrants (the “Placement Warrants”) at a purchase in an aggregate amount equal to 10% of the aggregate consideration raised by the Agents; provided such percentage shall be 8% with respect to all transactions other than the Initial Financing. The exercise price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants shall equal to the lower of (i) the lower price (to any investor(s)) at which any units of the Company is or may be sold in such placement or upon the conversion, exercise or exchange of such securities, or (ii) the closing bid price of the Company’s common shares on the trading date immediately prior to the relevant closing date. The Warrants shall be exercisable immediately after the date of issuance, and shall expire 5 years after the date of issuance, unless otherwise extended by the Company. The Warrants shall include a cashless exercise provision and will be non-redeemable and provide for automatic exercise upon expiration. The exercise price of the Warrants shall be subject to full-ratchet anti-dilution protection. The Warrants shall have piggy-back registration rights. The Warrants shall be transferable, subject only to the securities laws, by the holders thereof. The Agents represent, covenant and agree that they will obtain the Warrants for investment purposes for their own account only and will not sell, offer to sell, distribute or offer to distribute, the Warrants or securities of the Company and may be exercised for cash or on a cashless basisinto which the Warrants are convertible, without being registered under the Securities Act of 1933, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof))amended. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.INVESTMENT BANKING AGREEMENT EXECUTION COPY

Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings LLC AXIOS Sponsor LP, a Delaware limited partnership (the “VAHSponsor”) and Chardan International Investments, LLC (“CII”) I-Bankers shall purchase from the Company, Company pursuant to the Subscription Agreements Private Placement Warrant Agreement (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 8,020,000 warrants (the “Placement Warrants”) (of which 1,000,000 Placement Warrants will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrant Warrants in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the shares of Common Stock securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Warrant Warrants shall be identical to the Warrants sold in the Offering except that the Placement Warrants shall be (i) non-redeemable by the Company Company, and (ii) may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. Pursuant I-Bankers agrees not to Rule 5110(g)(1) transfer, assign or sell any of FINRA’s the Placement Securities or Additional Placement Securities (as defined below) Rulesin Section 1.4.2), if any, and agrees to waive its redemption and liquidation rights with respect to such the Placement Warrants purchased by CII are subject Securities or Additional Placement Securities, if any, pursuant to a lockthe terms set forth in that certain Private Placement Warrant Agreement dated as of the date hereof. Additionally, I-up Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities or Additional Placement Securities, if any, for a period of 180 days immediately following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Registration Statement Representative or the commencement of sales any such underwriter or Selected Dealer, in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecatedeach case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities or Additional Placement Securities, if any, to be the subject of any hedging, short sale, derivative or derivative, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the securities. Pursuant to Placement Securities or Additional Placement Securities, if any, except as provided for in FINRA Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Registration Statement, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants5110(3)(2).