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

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (iii) 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if contrary. If the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public their Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so electfile or maintain such registration statement, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 Section 7.4 and (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, in the event the Company so elects, the Company shall not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares 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 sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder and in those states in which the Warrants were initially offered by the Company to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of the residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 7.4 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Class A Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Class A Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public their Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so electfile or maintain such registration statement, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection Section 7.4.1 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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies that, as a result, the Common Stock does not satisfy 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, in the event the Company so elects, the Company shall not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares 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 sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares 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 best efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” 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 who exercise Public Warrants to exercise such Public 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 7.4.1, (iii) 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiiii) if the Company does not so elect, the Company agrees to will use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, 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 Ordinary Shares 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 electcontrary, the Company but agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if contrary, and in the event the Company does not so elect, the Company agrees to will use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares shares of Class A common stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Class A common stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of the residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares 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 sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of the residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 7.4.1; 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares issuance of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Class A Common Stock are at the time of any exercise of a Public 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares shares of Class A 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 best efforts to register or qualify for sale the Ordinary Shares shares of Class A Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Common Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Common Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Common Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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, (a) require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (ib) 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if contrary. If the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 7.4 and (iii) 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if contrary. If the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 hereof 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they 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 who exercise Public Warrants to exercise such Public 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 hereof 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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are shares of Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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, elect the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence in those states in which the Public Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence in those states in which the Public Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (iii) 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if contrary. If the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if contrary, and in the event the Company does not so elect, the Company agrees to will use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, in the event the Company so elects, the Company shall not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable “blue sky sky” laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) and, in the event the Company so elects, the Company shall not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are shares of Class A common stock is at the time of any exercise of a Public 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 Redeemable Warrants who exercise Public Redeemable Warrants to exercise such Public Redeemable 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Class A common stock issuable upon exercise of the Public Warrants Redeemable Warrant under the applicable blue sky laws of the state of residence of the exercising Public Redeemable Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection Section 7.4.1 and (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) in the event if 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (ii) if the Company does not so electfile or maintain such registration statement, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 and (iii) in the event the Company so elects, the Company shall (a) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iib) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares 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 sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or other available exemption) 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 maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or such other applicable exemption as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement or the Subscription Agreements to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public an OSN 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 holders of Public Warrants who exercise Public Warrants the Holder to exercise such Public OSN 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 6.4.1 and (i) 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 Ordinary Shares Common Stock issuable upon exercise of the OSN 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public OSN Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder Holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are shares of Class A common stock are, at the time of any exercise of a Public Warrant Warrant, not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule)Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public their Warrants to exercise such Public Warrants do so 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 subsection 7.4.2, as applicable, 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 Ordinary Shares shares of Class A common stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Class A common stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of the residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public their Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares 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 best efforts to register or qualify for sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Class A Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Class A Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they 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 who exercise Public Warrants to exercise such Public 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 3.3.1(b) hereof 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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies does not satisfy 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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 who exercise Public Warrants to exercise such Public 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 (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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 3.3.1(b) 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares shares of Common Stock are at the time of any exercise of a Public Private Placement Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule)Act, the Company may, at its option, (i) require holders of Public such Private Placement Warrants who exercise Public such Private Placement Warrants to exercise such Public Private Placement 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 (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 Ordinary Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares shares of Common Stock issuable upon exercise of the Public Private Placement Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public this Warrant is 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 holders of Public Warrants who exercise Public Warrants the Registered Holder to exercise such Public Warrants this Warrant 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 3.3.1(c) and (i) 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 Ordinary Warrant Shares issuable upon exercise of the Warrantsthis Warrant, notwithstanding anything in this Agreement Warrant to the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants this Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder Registered Holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement Warrant Certificate 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 sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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, require holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are shares of Common Stock is at the time of any exercise of a Public 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Class A Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies they satisfy the definition of a “covered securitysecurities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public their Warrants to exercise such Public 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 (i) 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 Ordinary Class A Shares 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 sale the Ordinary Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 the Warrantholder who exercise Public the Warrants to exercise such Public 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 (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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder Warrantholder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Common Shares are at the time of any exercise of a Public 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)Act, 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” " in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 7.4.1, provided that such cashless exercise is permitted under the laws of the Company's corporate jurisdiction, 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 Ordinary Common Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or contrary, and (iiy) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Ordinary Common Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public 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” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulestatute) as described in subsection 7.4.1 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 Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or and (iiy) if the Company does not so elect, the Company agrees to use its best efforts (and no less than commercially reasonable efforts reasonably efforts) to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption from registration is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it 101070717_3 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 holders of Public Warrants who exercise Public Warrants to exercise such Public 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 (i) 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 Ordinary Shares 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 best efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.