Common use of Cashless Exercise at Company’s Option Clause in Contracts

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the shares of Common Stock is are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rulestatute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or another exemptionmaintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for that sale the shares of Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this subection 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (xi) the product of (A) the number of the shares of Common Stock underlying the Warrants, multiplied by Warrants and (B) the excess of the “Fair Market Value” (as defined belowin this subsection 7.4.2) over the Warrant Price of the Warrants by (yii) the Fair Market Value. Solely for purposes of this Section 7.4subsection 7.4.2, the “Fair Market Value” shall mean the volume weighted average last reported sale price of the Common Stock as reported during the ten (10) trading day period ending on the third trading day prior to the date that on which the notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If The Company shall have the right to cause the exercise of Warrants on a “cashless basis” with respect to (a) all, but not less than all, of the Warrants, at any time and for any or no reason and (b) any Warrants exercised by the holder thereof pursuant to Section 3, if the Common Stock is at the time of any such exercise of a Warrant not listed on a national securities exchange such that it the Common Stock satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of any cashless exercise pursuant to this Section 7.4.2 is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with With respect to any cashless exercise of Warrants pursuant to clause (b) of the “cashless exercise” of a Warrantforegoing sentence, the Company shallshall (i) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of such Warrants, notwithstanding anything in this Agreement to the contrary, (ii) use its best efforts to register or qualify the Common Stock issuable upon exercise of such Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available and (iii) upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (iA) the such exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (iiB) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants or PIPE Financing Warrants who exercise Public Warrants or PIPE Financing Warrants to exercise such Public Warrants or PIPE Financing Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis described in accordance with this Section 7.4 is not required to be registered under the Securities Act subsection 7.4.1 and (ii) in the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of event the Company andso elects, accordingly, the Company shall not be required to bear file or maintain in effect a restrictive legendregistration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants or PIPE Financing Warrants who exercises Public Warrants or PIPE Financing Warrants to exercise such Public Warrants or PIPE Financing Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant or PIPE Financing Warrant under the blue sky laws of the state of residence in those states in which the Public Warrants or PIPE Financing Warrants were initially offered by the Company of the exercising Public Warrant or PIPE Financing Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the New SPAC Class A Common Stock is Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company New SPAC may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 above and (ii) in the event New SPAC so elects, New SPAC shall (x) not be required to file or another exemptionmaintain in effect a registration statement for the registration, under the Securities Act, of the New SPAC Class A Common Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify the New SPAC Class A Common Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis, each Registered Holder would pay the Exercise Price by surrendering the Warrants in exchange for that a number of shares of New SPAC Class A Common Stock Shares equal to the lesser of (i) the quotient obtained by dividing (xA) the product of (x) the number of shares of the New SPAC Class A Common Stock Shares underlying the Warrants, multiplied by Warrants and (y) the excess of the “Fair Market Value” (as defined belowin this subsection 7.4.2) over the Warrant Exercise Price of the Warrants by (yB) the Fair Market ValueValue and (ii) the product of the number of Warrants surrendered and 0.361 (subject to adjustment). Solely for purposes of this Section 7.4subsection 7.4.2, the “Fair Market Value” shall mean the volume weighted average last reported sale price of the New SPAC Class A Common Stock as reported during Shares for the ten (10) trading day period days ending on the trading day prior to the date that on which the notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If The Company shall have the right to cause the exercise of Warrants on a “cashless basis” with respect to any Warrants exercised by the holder thereof pursuant to Section 3, if the Common Stock is at the time of any such exercise of a Warrant not listed on a national securities exchange such that it the Common Stock satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of any cashless exercise pursuant to this Section 7.4.2 is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with With respect to any cashless exercise of Warrants pursuant to the “cashless exercise” of a Warrantforegoing sentence, the Company shallshall (i) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of such Warrants, notwithstanding anything in this Agreement to the contrary, (ii) use its best efforts to register or qualify the Common Stock issuable upon exercise of such Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available and (iii) upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (iA) the such exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (iiB) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the shares of Common Stock is are at the time of any exercise of a GK Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule)statute) and there is no effective registration statement covering the shares issuable upon exercise of the GK Warrants at such time, the Company may, at its option, (i) require holders of GK Warrants who exercise GK Warrants to exercise such GK Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) or another such other applicable exemption) , 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 GK Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4section 7.4.2, “Fair Market Value” shall mean the volume weighted average closing price of the Common Stock as reported during for the ten (10) trading day period days ending on the third trading day prior to the date that notice of exercise is received by sent to the Warrant Agent from the holder of such GK Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by , and if the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a WarrantCompany does not so elect, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel agrees to use its best efforts to register or qualify for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) sale the shares of Common Stock issued issuable upon such exercise shall be freely tradable of the GK Warrant under United States federal securities the blue sky laws by anyone who of the state of residence of the exercising GK Warrant holder to the extent an exemption is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legendavailable.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rulestatute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) and (ii) in the event the Company so elects, the Company shall (x) not be required to file or another exemptionmaintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify the Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis, each Registered Holder would pay the Exercise Price by surrendering the Warrants in exchange for that a number of shares of Common Stock equal to the lesser of (i) the quotient obtained by dividing (xA) the product of (x) the number of the shares of Common Stock underlying the Warrants, multiplied by Warrants and (y) the excess of the “Fair Market Value” (as defined belowin this subsection 7.4.2) over the Warrant Exercise Price of the Warrants by (yB) the Fair Market ValueValue and (ii) the product of the number of Warrants surrendered and 0.361 (subject to adjustment). Solely for purposes of this Section 7.4subsection 7.4.2, the “Fair Market Value” shall mean the volume weighted average reported last sale price of the Common Stock as reported during the ten (10) trading day period days ending on the trading day prior to the date that on which the notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 below) over the Warrant Price exercise price of the Warrants by (y) the Fair Market Value, and (i) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its best efforts to register or qualify the Common Stock issuable upon exercise of the Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. Solely for purposes of this Section 7.4subsection 7.4.2, “Fair Market Value” shall mean the volume weighted average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis basis” in accordance with this Section 7.4 subsection 7.4.2 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)Act) of the Company and, accordingly, shall not be required to bear a restrictive legend.”

Cashless Exercise at Company’s Option. If the Common Stock is Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rulestatute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” as further described in this Section 7.4 and (ii) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. The Company may exercise the Public Warrants on a “cashless basis” by exchanging the Public Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 Public Warrants, multiplied by the excess of difference between the Warrant Price and the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the a Common Stock Share as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Public Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Public Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rulestatute)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rulestatute), the Company may, at its option, (i) require holders of Public Warrants or PIPE Financing Warrants who exercise Public Warrants or PIPE Financing Warrants to exercise such Public Warrants or PIPE Financing Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) or another exemption) 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 below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis described in accordance with this Section 7.4 is not required to be registered under the Securities Act subsection 7.4.1 and (ii) in the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of event the Company andso elects, accordingly, the Company shall not be required to bear file or maintain in effect a restrictive legendregistration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants or PIPE Financing Warrants who exercises Public Warrants or PIPE Financing Warrants to exercise such Public Warrants or PIPE Financing Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant or PIPE Financing Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder or PIPE Financing Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require the Registered Holder (iwho independently submits a Notice of Warrant Exercise to the Company) require holders of Warrants who exercise Warrants to exercise such his, her or its Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) 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 below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice a completed Notice of exercise Warrant Exercise is received by the Warrant Agent Company from the holder Registered Holder of such Warrants or its securities broker or intermediary. The date that notice of Common Shares issued to a Registered Holder pursuant to such a cashless exercise is received by shall bear a restrictive legend in the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrantform attached hereto as Exhibit B, unless the Company shall, upon request, provide the Warrant Agent with has received an opinion of counsel for acceptable to the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is such Common Shares need not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon bear any such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it the Common Stock satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rulestatute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) and (ii) in the event the Company so elects, the Company shall (x) not be required to file or another exemptionmaintain in effect a registration statement for the registration, under the Securities Act, of the issuance of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify the Common Stock issuable upon exercise of the Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for that a number of shares of Common Stock equal to the quotient obtained by dividing (xi) the product of (A) the number of shares of Common Stock underlying the Warrants, multiplied by Warrants and (B) the excess of the “Fair Market Value” (as defined belowin this Section 7.4.2) over the Warrant Price of the Warrants by (yii) the Fair Market Value. Solely for purposes of this Section 7.47.4.2, the “Fair Market Value” shall mean the volume weighted average price 10-Day Average Closing Price as of the Common Stock as reported during date on which the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.