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

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), 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 statuterule) as described in subsection 7.4.1 hereof above and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2basis, each Registered Holder would pay the Warrant Exercise Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the lesser of (i) the quotient obtained by dividing (iA) the product of (Ax) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (By) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Exercise Price of the Warrants by (iiB) the Fair Market ValueValue and (ii) the product of the number of Warrants surrendered and 0.361 (subject to adjustment). Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10-Day Average Trading Price as of ) trading days ending on the trading day prior to the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), 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 statuterule) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and or (yii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To Notwithstanding anything herein to the contrary, but without limiting the rights of the Holder to receive shares of Common Stock issuable upon exercise of the Warrants on a “cashless basis pursuant to Section 7.4.2exercise,” in the event there is no effective registration statement registering, each Registered Holder would pay or the Warrant Price by surrendering prospectus contained therein is not available for the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number issuance of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price issuable upon exercise of the Warrants by (ii) to the Fair Market Value. Solely for purposes of this subsection 7.4.2Holder, under no circumstance will the “Fair Market Value” shall mean 10-Day Average Trading Price as of Company be required to net cash settle the date on which the notice of exercise is received by the Warrant AgentWarrants.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), 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 statuterule) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and or (yii) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To Notwithstanding anything herein to the contrary, but without limiting the rights of the Holder to receive shares of Common Stock issuable upon exercise of the Warrants on a “cashless basis pursuant to Section 7.4.2exercise,” in the event there is no effective registration statement registering, each Registered Holder would pay or the Warrant Price by surrendering prospectus contained therein is not available for the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number issuance of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price issuable upon exercise of the Warrants by (ii) to the Fair Market Value. Solely for purposes of this subsection 7.4.2Holder, under no circumstance will the “Fair Market Value” shall mean 10-Day Average Trading Price as of Company be required to net cash settle the date on which the notice of exercise is received by the Warrant AgentWarrants.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), 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 statute) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and or (yii) if the Company does not so elect, the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To Notwithstanding anything herein to the contrary, but without limiting the rights of the Holder to receive shares of Common Stock issuable upon exercise of the Warrants on a “cashless basis pursuant to Section 7.4.2exercise,” in the event there is no effective registration statement registering, each Registered Holder would pay or the Warrant Price by surrendering prospectus contained therein is not available for the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number issuance of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price issuable upon exercise of the Warrants by (ii) to the Fair Market Value. Solely for purposes of this subsection 7.4.2Holder, under no circumstance will the “Fair Market Value” shall mean 10-Day Average Trading Price as of Company be required to net cash settle the date on which the notice of exercise is received by the Warrant AgentWarrants.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1l 8(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they the Ordinary Shares satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection Section 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection Section 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the Common Stock satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection Section 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Exercise Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of difference between the “Fair Market Value” (as defined in this subsection Section 7.4.2) over and the Warrant Exercise Price of the Warrants by (ii) the such Fair Market Value. Solely for purposes of this subsection Section 7.4.2, the “Fair Market Value” shall mean the 10-Day Average Trading Price VWAP as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they the Ordinary Shares satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection Section 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection Section 7.4.2, the “Fair Market Value,” shall mean 10-Day Average Trading Closing Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute)) and there is no effective registration statement covering the shares issuable upon exercise of the Warrants at such time, the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or such other applicable exemption, for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as described in subsection 7.4.1 hereof defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4.2, “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date that notice of exercise is sent to the Warrant Agent from the holder of such Warrants or its securities broker or intermediary, and (ii) in the event if the Company does not so electselect, the Company shall (x) not be required agrees to file use its best efforts to register or maintain in effect a registration statement qualify for the registration, under the Securities Act, of sale the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (Value as defined in this subsection 7.4.2) of the date on which the notice of exercise is received by the Warrant Agent over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price Value as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a PIPE Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute)) and there is no effective registration statement covering the shares issuable upon exercise of the PIPE Warrants at such time, the Company may, at its option, (i) require holders of PIPE Warrants who exercise PIPE Warrants to exercise such PIPE Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) in the event the Company so electsor such other applicable exemption, 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a that number of shares of Common Stock equal to the quotient obtained by dividing (ix) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) PIPE Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection 7.4.2below) over the Warrant Price of the Warrants by (iiy) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as the average closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the that notice of exercise is received by sent to the Warrant AgentAgent from the holder of such PIPE Warrants or its securities broker or intermediary, and if the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the PIPE Warrant under the blue sky laws of the state of residence of the exercising PIPE Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), 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 statuterule) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2basis, each Registered Holder would pay the Warrant Exercise Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the lesser of (i) the quotient obtained by dividing (iA) the product of (Ax) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (By) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Exercise Price of the Warrants by (iiB) the Fair Market ValueValue and (ii) the product of the number of Warrants surrendered and 0.361 (subject to adjustment). Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10-Day Average Trading Price as of ) trading days ending on the trading day prior to the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (Value as defined in this subsection 7.4.2) of the date on which the notice of exercise is sent or given to the Warrant Agent over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price Value as of the date on which the notice of exercise is received by sent or given to the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Class A Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and or (yii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section this subection 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares as reported during the ten (10-Day Average Trading Price as of ) trading day period ending on the third trading prior to the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they the Ordinary Shares satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection Section 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection Section 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection Section 7.4.2, the “Fair Market Value” shall mean the 10-Day Average Trading Price VWAP as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they the Ordinary Shares satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection Section 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants under the applicable blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection Section 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection Section 7.4.2, the “Fair Market Value,” shall mean 10-Day Average Trading Closing Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) contrary. If the Company does not elect at the time of exercise to require a holder of Warrants who exercises Warrants to exercise such Warrants on a “cashless basis,” it agrees to use its commercially reasonable best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence in those states in which the Warrants were initially offered by the Company of the exercising Warrant holder to the extent an exemption is not available. To exercise All calculations related to the Warrants on a cashless basis pursuant exercises under this subsection 7.4.2 and any other section of this Agreement will be provided timely to Section 7.4.2, each Registered Holder would pay the Warrant Price Agent by surrendering the Warrants in exchange Company with instructions for a number the debit of the exercised Warrant and the issuance of whole shares of Common Stock equal to based on the quotient obtained by dividing (iformula provided in subsection 3.3.1(b) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant AgentAgreement.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company may, at its option, (i) require holders of Public Warrants or Note Financing Warrants who exercise Public Warrants or Note Financing Warrants to exercise such Public Warrants or Note Financing Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants or Note Financing Warrants who exercises Public Warrants or Note Financing Warrants to exercise such Public Warrants or Note Financing Warrants on a “cashless basis,” it agrees to use its commercially reasonable best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants Public Warrant or Note Financing Warrant under the blue sky laws of the state of residence in those states in which the Public Warrants or Note Financing Warrants were initially offered by the Company of the exercising Public Warrant or Note Financing Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1 hereof 8.4.1 and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) contrary. If the Company does not elect at the time of exercise to require a holder of Warrants who exercises Warrants to exercise such Warrants on a “cashless basis,” it agrees to use its commercially reasonable best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence in those states in which the Warrants were initially offered by the Company of the exercising Warrant holder to the extent an exemption is not available. To exercise All calculations related to the Warrants on a cashless basis pursuant exercises under this subsection 8.4.2 and any other section of this Agreement will be provided timely to Section 7.4.2, each Registered Holder would pay the Warrant Price Agent by surrendering the Warrants in exchange Company with instructions for a number the debit of the exercised Warrant and the issuance of whole shares of Common Stock equal to based on the quotient obtained by dividing (iformula provided in subsection 4.3.1(b) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant AgentAgreement.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), 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 statuterule) as described in subsection 7.4.1 hereof above and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2basis, each Registered Holder would pay the Warrant Exercise Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the lesser of (i) the quotient obtained by dividing (iA) the product of (Ax) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (By) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Exercise Price of the Warrants by (iiB) the Fair Market ValueValue and (ii) the product of the number of Warrants surrendered and 0.361 (subject to adjustment). Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean the average closing price of the Ordinary Shares for the ten (10-Day Average Trading Price as of ) trading days ending on the trading day prior to the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Class A Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock are is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the Common Stock satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 hereof and (ii) 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 shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to Section this subsection 7.4.2, each Registered Holder would pay the Warrant Exercise Price by surrendering the Warrants in exchange for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock underlying the Warrants and (B) the excess of difference between the “Fair Market Value” (as defined in this subsection 7.4.2) over and the Warrant Exercise Price of the Warrants by (ii) the such Fair Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean the 10-Day Average Trading Price VWAP as of the date on which the notice of exercise is received by the Warrant Agent.

Cashless Exercise at Company’s Option. If the shares of Common Stock Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they the Ordinary Shares satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection Section 7.4.1 hereof and (ii) 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 shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock Ordinary Shares issuable upon exercise of the Warrants Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise the Warrants on a cashless basis pursuant to this Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the Warrants in exchange for a number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (i) the product of (A) the number of the shares of Common Stock Ordinary Shares underlying the Warrants and (B) the excess of the “Fair Market Value” (as defined in this subsection Section 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection Section 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the Warrant Agent.