Common use of SPAC Warrants Clause in Contracts

SPAC Warrants. At the SPAC Merger Effective Time, without any action on the part of any holder of a SPAC Warrant, each SPAC Warrant that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each SPAC Unit in accordance with Section 2.3(g)(i)) shall, pursuant to and in accordance with Section 4.5 of the SPAC Warrant Agreement and the Assignment and Assumption Agreement, automatically and irrevocably be modified to provide that such SPAC Warrant shall no longer entitle the holder thereof to purchase the number of shares of SPAC Class A Common Stock set forth therein and in substitution thereof such SPAC Warrant shall entitle the holder thereof to acquire such equal number of PubCo Shares (each, an “Assumed Warrant”). Each Assumed Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant as of immediately prior to the SPAC Merger Effective Time, except that each Assumed Warrant shall be exercisable for shares of PubCo Shares rather than SPAC Class A Common Stock In connection therewith and prior to the SPAC Merger Effective Time, SPAC and PubCo shall take all actions necessary to execute an Assignment and Assumption Agreement (as defined below) pursuant to Section 7.5.

SPAC Warrants. At the SPAC Merger Effective Time, without any action on the part of any holder of a SPAC Warrant, each Each SPAC Warrant that is issued outstanding and outstanding unexercised immediately prior to the SPAC Merger Effective Time (but after giving effect shall cease to the separation of each SPAC Unit in accordance with Section 2.3(g)(i)) shall, pursuant to and in accordance with Section 4.5 of the represent a SPAC Warrant Agreement and the Assignment and Assumption Agreement, automatically and irrevocably be modified to provide that such SPAC Warrant shall no longer entitle the holder thereof to purchase the number of shares in respect of SPAC Class A Common Stock set forth therein Shares and in substitution thereof such SPAC Warrant shall entitle the holder thereof be assumed by NewPubco and automatically be converted into a warrant to acquire such equal number of PubCo NewPubco Ordinary Shares (each, an “Assumed SPAC Warrant”). Each NewPubco shall assume each such SPAC Warrant in accordance with its terms, and except as expressly provided above, following the Merger Effective Time, each Assumed SPAC Warrant shall continue to have and be subject to substantially governed by the same terms and conditions (including vesting terms) as were applicable to such the applicable SPAC Warrant as of immediately prior to the SPAC Merger Effective Time, except that each Assumed SPAC Warrant shall will be exercisable (or will become exercisable in accordance with its terms) for shares that number of PubCo whole NewPubco Ordinary Shares rather than equal to the number of SPAC Class A Common Stock In connection therewith and Shares that were issuable upon exercise of such SPAC Warrant that was outstanding immediately prior to the SPAC Merger Effective Time. At or prior to the Merger Effective Time, NewPubco and SPAC shall adopt any resolutions and PubCo shall take all any actions that are necessary to execute an Assignment and Assumption Agreement (as defined below) pursuant to Section 7.5effectuate the treatment of the SPAC Warrants in accordance with this subsection.

SPAC Warrants. At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any holder of a SPAC Warrant, each SPAC Warrant that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each SPAC Unit in accordance with Section 2.3(g)(i)) shall, pursuant to and in accordance with Section 4.5 of the SPAC Warrant Agreement and the Assignment and Assumption Agreement, automatically and irrevocably shall be modified to provide that such SPAC Warrant shall no longer entitle the holder thereof converted into a warrant to purchase the number of shares of SPAC one PubCo Class A Common Stock set forth therein and in substitution thereof such Ordinary Share (each, an “Assumed SPAC Warrant shall entitle Warrant” and, together with the holder thereof to acquire such equal number of PubCo Shares (Assumed Company Warrant, collectively, each, an “Assumed Warrant”). Each Assumed SPAC Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant as of immediately prior to the SPAC Merger Effective Time, except that (i) each Assumed SPAC Warrant shall be exercisable for that number of shares of PubCo Class A Ordinary Shares rather than equal to the product (rounded down to the nearest whole number) of (A) the number of shares of SPAC Class A Common Stock subject to the SPAC Warrant immediately prior to the SPAC Merger Effective Time multiplied by (B) the SPAC Exchange Ratio; and (ii) the per share exercise price for each PubCo Class A Ordinary Share issuable upon exercise of the Assumed SPAC Warrant shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of SPAC Class A Common Stock subject to the SPAC Warrant immediately prior to the SPAC Merger Effective Time by (B) the SPAC Exchange Ratio. In connection therewith and prior to the SPAC Merger Effective Time, SPAC and PubCo shall take all actions necessary to execute an Assignment Amended and Assumption Restated SPAC Warrant Agreement (as defined below) pursuant to Section 7.5.