Common use of Insider Warrants Clause in Contracts

Insider Warrants. RAC Partners LLC (the "Insider Purchaser"), an affiliate of the Company's Chairman and Chief Executive Officer, has committed to purchase an aggregate of 4,666,667 Warrants ("Insider Warrants" and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "Insider Securities") at $0.45 per Warrant (for an aggregate purchase price of $2,100,000.15) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement ("Subscription Agreement") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. RAC Partners LLC The Company’s stockholders prior to this Offering (the "Insider Purchaser"), an affiliate of the Company's Chairman and Chief Executive Officer, has “Initial Stockholders”) have committed to purchase an aggregate of 4,666,667 1,487,500 Warrants ("“Insider Warrants" ” and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "“Insider Securities"”) at $0.45 1.00 per Warrant (for an aggregate purchase price of $2,100,000.151,487,500) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement Private Placement Purchase Agreements ("Subscription Agreement"“Private Placement Purchase Agreements”) and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. RAC Partners Taliera Holdings, LLC (the "Insider Purchaser"), an affiliate of the Company's Chairman officers and Chief Executive Officerdirectors, has committed to purchase an aggregate of 4,666,667 1,000,000 Warrants ("Insider Warrants" and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "Insider Securities") at $0.45 1.20 per Warrant (for an aggregate purchase price of $2,100,000.151,200,000) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement agreements ("Subscription AgreementAgreements") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.

Insider Warrants. RAC Partners LLC (the "Insider Purchaser"), an affiliate of the Company's Chairman and Chief Executive Officer, has committed to purchase an aggregate of 4,666,667 2,833,333 Warrants ("Insider Warrants" and together with the shares of Common Stock underlying the Insider Warrants, collectively referred to as the "Insider Securities") at $0.45 0.60 per Warrant (for an aggregate purchase price of $2,100,000.151,699,999.80) from the Company upon consummation of the Offering. The Insider Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement agreements ("Subscription AgreementAgreements") and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Insider Securities has been duly and validly taken.