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 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 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 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 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 Note Financing Warrants who exercise Public Warrants or PIPE Note Financing Warrants to exercise such Public Warrants or PIPE Note Financing Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 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 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 Note Financing Warrants who exercises Public Warrants or PIPE Note Financing Warrants to exercise such Public Warrants or PIPE Note 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 Note Financing Warrant under the blue sky laws of the state of residence in those states in which the Public Warrants or PIPE Note Financing Warrants were initially offered by the Company of the exercising Public Warrant or PIPE Note Financing Warrant holder to the extent an exemption is not available.

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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 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 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 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 another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (or any successor rulex) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as described in subsection 7.4.1 defined below) over the exercise price of the Warrants by (y) the Fair Market Value, and (iii) 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. 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 , and (y) 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. Solely for purposes of this subsection 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” 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 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) of the Company and, accordingly, shall not be required to bear a restrictive legend.”

Cashless Exercise at Company’s Option. If the Common Stock Ordinary Shares is at the time of any exercise of a Public Warrant, Private Placement Warrant, Novator Private Placement Warrant or Working Capital Warrant not listed on a national securities exchange such that it satisfies that, as a result, the Ordinary Shares do not satisfy 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, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants who exercise Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants to exercise such Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Stock Ordinary 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 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 , and (y) use its best commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Public Warrant Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Warrant Working Capital Warrants under the applicable 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.. Private Placement Warrants, the Novator Private Placement Warrants and the Working Capital Warrants

Cashless Exercise at Company’s Option. If the Common Stock Ordinary Shares is at the time of any exercise of a Public Warrant, Private Placement Warrant, Novator Private Placement Warrant or Working Capital Warrant not listed on a national securities exchange such that it satisfies that, as a result, the Ordinary Shares do not satisfy 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, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants who exercise Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants to exercise such Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Stock Ordinary 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 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 , and (y) use its best commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Public Warrant Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Warrant Working Capital Warrants under the applicable 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 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 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as further described in subsection 7.4.1 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 Stock 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 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 Shares 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. 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 Common Shares equal to the quotient obtained by dividing (x) the product of the number of Common Shares underlying the Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) 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 a Common 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 Common 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 statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend.

Cashless Exercise at Company’s Option. If the Common Stock Ordinary Shares is at the time of any exercise of a Public Warrant, Private Placement Warrant, Novator Private Placement Warrant or Working Capital Warrant not listed on a national securities exchange such that it satisfies that, as a result, the Ordinary Shares do not satisfy 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, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants who exercise Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants to exercise such Public Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Working Capital Warrants on a “"cashless basis” " in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Stock Ordinary 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 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 , and (y) use its best commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Public Warrant Warrants, Private Placement Warrants, Novator Private Placement Warrants or PIPE Financing Warrant Working Capital Warrants under the applicable 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 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 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 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. All calculations related to the cashless exercises under this subsection 7.4.2 and any other section of this Agreement will be provided timely to the Warrant Agent by the Company with instructions for the debit of the exercised Warrant and the issuance of whole shares of Common Stock based on the formula provided in subsection 3.3.1(b) of this Agreement.

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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 8.4.1 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 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. All calculations related to the cashless exercises under this subsection 8.4.2 and any other section of this Agreement will be provided timely to the Warrant Agent by the Company with instructions for the debit of the exercised Warrant and the issuance of whole shares of Common Stock based on the formula provided in subsection 4.3.1(b) of this Agreement.