Common use of Company Class A Warrants and Non-Exercising Company Class C Warrant Clause in Contracts

Company Class A Warrants and Non-Exercising Company Class C Warrant. (1) Each Company Class A Warrant that is outstanding immediately prior to the Acquisition Effective Time shall, in accordance with the terms of this Agreement and the Company Class A Warrant Supplemental Deed, cease to be a warrant with respect to Company Shares and be assumed by PubCo and converted into a PubCo Class A Acquisition Warrant pursuant to the Company Class A Warrant Supplemental Deed and PubCo Class A Acquisition Warrant Instrument, such that (A) each PubCo Class A Acquisition Warrant shall be exercisable for that number of PubCo Class A Ordinary Shares equal to the product (subject to rounding pursuant to Section 3.1(d)) of (y) the number of Company Shares subject to each Company Class A Warrant immediately prior to the Acquisition Effective Time multiplied by (z) the Exchange Ratio; and (B) the per warrant exercise price for each PubCo Class A Acquisition Warrant shall be equal to the per warrant exercise price set forth in the Company Class A Warrant Supplemental Deed and the PubCo Class A Acquisition Warrant Instrument. (2) Each Non-Exercising Company Class C Warrant held by a MAS Warrant Condition Applicant that is outstanding immediately prior to the Acquisition Effective Time (if any) shall, pursuant to the terms of this Agreement and the Company Class C Warrant Supplemental Deed, cease to be a warrant with respect to Company Shares and be assumed by PubCo and converted into a PubCo Class C-1 Acquisition Warrant pursuant and subject to the terms and conditions of the Company Class C Warrant Supplemental Deed and the PubCo Class C-1 Acquisition Warrant Instrument, such that each PubCo Class C-1 Acquisition Warrant shall, upon issuance, be automatically exercised as soon as practicable after the Acquisition Effective Time (or, to the extent the MAS Warrant Condition remains a condition precedent to the exercise of any PubCo Class C-1 Acquisition Warrants converted from the Non-Exercising Company Class C Warrants pursuant to the applicable Laws, then as soon as practicable after the MAS Warrant Condition is satisfied) for that number of PubCo Class A Ordinary Shares equal to the product (subject to rounding pursuant to Section 3.1(d)) of (y) the number of Company Shares subject to each Company Class C Warrant immediately prior to the Acquisition Effective Time multiplied by (z) the Exchange Ratio. (3) Each Non-Exercising Company Class C Warrant held by a Designated Warrant Holder that is outstanding immediately prior to the Acquisition Effective Time (if any) shall, pursuant to the terms of this Agreement and the Company Class C Warrant Supplemental Deed, cease to be a warrant with respect to Company Shares and be assumed by PubCo and converted into a PubCo Class C-2 Acquisition Warrant pursuant and subject to the terms and conditions of the Company Class C Warrant Supplemental Deed and the PubCo Class C-2 Acquisition Warrant Instrument, such that each PubCo Class C-2 Acquisition Warrant shall, upon the exercise at the sole discretion of the holder thereof in accordance with its terms and conditions, entitle the holder thereof to acquire that number of PubCo Class A Ordinary Shares equal to the product (subject to rounding pursuant to Section 3.1(d)) of (y) the number of Company Shares subject to such Non-Exercising Company Class C Warrant immediately prior to the Acquisition Effective Time multiplied by (z) the Exchange Ratio.

Company Class A Warrants and Non-Exercising Company Class C Warrant. (1) Each Company Class A Warrant (as defined in the Merger Agreement) that is outstanding immediately prior to the Acquisition Effective Time shall, in accordance with the terms of this the Merger Agreement and the Company Class A Warrant Supplemental DeedDeed (as defined in the Merger Agreement), cease to be a warrant with respect to Company Shares and be assumed by PubCo and converted into a PubCo Class A Acquisition Warrant (as defined in the Merger Agreement) pursuant to the Company Class A Warrant Supplemental Deed and PubCo Class A Acquisition Warrant InstrumentInstrument (as defined in the Merger Agreement), such that (A) each PubCo Class A Acquisition Warrant shall be exercisable for that number of PubCo Class A Ordinary Shares equal to the product (subject to rounding pursuant to Section 3.1(d)) of (y) the number of Company Shares subject to each such Company Class A Warrant immediately prior to the Acquisition Effective Time multiplied by (z) the Exchange Ratio; and (B) the per warrant exercise price for each PubCo Class A Acquisition Warrant shall be equal to the per warrant exercise price set forth in the Company Class A Warrant Supplemental Deed and the PubCo Class A Acquisition Warrant Instrument.; (2) Each Non-Exercising Company Class C Warrant (as defined in the Merger Agreement) held by a MAS Warrant Condition Applicant (as defined in the Merger Agreement) that is outstanding immediately prior to the Acquisition Effective Time (if any) shall, pursuant to the terms of this the Merger Agreement and the Company Class C Warrant Supplemental DeedDeed (as defined in the Merger Agreement), cease to be a warrant with respect to Company Shares and be assumed by PubCo and converted into a PubCo Class C-1 Acquisition Warrant (as defined in the Merger Agreement) pursuant and subject to the terms and conditions of the Company Class C Warrant Supplemental Deed and the PubCo Class C-1 Acquisition Warrant InstrumentInstrument (as defined in the Merger Agreement), such that each PubCo Class C-1 Acquisition Warrant shall, upon issuance, be automatically exercised as soon as practicable after the Acquisition Effective Time (or, to the extent the MAS Warrant Condition remains a condition precedent to the exercise of any PubCo Class C-1 Acquisition Warrants converted from the Non-Exercising Company Class C Warrants pursuant to the applicable LawsLaws (as defined in the Merger Agreement), then as soon as practicable after the MAS Warrant Condition is satisfied) for that number of PubCo Class A Ordinary Shares equal to the product (subject to rounding pursuant to Section 3.1(d)) of (y) the number of Company Shares subject to each such Company Class C Warrant immediately prior to the Acquisition Effective Time multiplied by (z) the Exchange Ratio.; (3) Each Non-Exercising Company Class C Warrant held by a Designated Warrant Holder (as defined in the Merger Agreement) that is outstanding immediately prior to the Acquisition Effective Time (if any) shall, pursuant to the terms of this the Merger Agreement and the Company Class C Warrant Supplemental DeedDeed (as defined in the Merger Agreement), cease to be a warrant with respect to Company Shares and be assumed by PubCo and converted into a PubCo Class C-2 Acquisition Warrant (as defined in the Merger Agreement) pursuant and subject to the terms and conditions of the Company Class C Warrant Supplemental Deed and the PubCo Class C-2 Acquisition Warrant InstrumentInstrument (as defined in the Merger Agreement), such that each PubCo Class C-2 Acquisition Warrant shall, upon the exercise at the sole discretion of the holder thereof in accordance with its terms and conditions, entitle the holder thereof to acquire that number of PubCo Class A Ordinary Shares equal to the product (subject to rounding pursuant to Section 3.1(d)) of (y) the number of Company Shares subject to such Non-Exercising Company Class C Warrant immediately prior to the Acquisition Effective Time multiplied by (z) the Exchange Ratio.;