Common use of Issuance of Certificates Clause in Contracts

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised, unless the Common Stock is to be held in book entry form by AST without the issuance of a certificate and any remaining balance of Warrants to be maintained in book entry form by the Warrant Agent. Notwithstanding the foregoing, the Company shall not deliver, be obligated to deliver or cause to be delivered, recognized in book entry form any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated required to pay such Registered Holder any provide the registered holder of a warrant with a net-cash settlement or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock, regardless of whether the WarrantCommon Stock underlying the Warrants is registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to or upon surrender of the Warrant (or portion thereof) as set forth in Section 3.3.1 or cashless exercise pursuant to Section 3.3.23.3.1(b), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise.

Issuance of Certificates. No later than three (3) business days The Warrant Agent shall, by 11:00 A.M. New York City time on the Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the aggregate Exercise Price, execute, issue and deliver to the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Agent, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Shares to which he, she or it such Holder is entitled, in fully registered form, registered in such name or names as may be directed by him, her or it, and, if such Holder. Upon receipt of such Warrant shall not have been exercised or surrendered in fullShares, a new countersigned the Warrant for Agent shall, by 5:00 P.M., New York City time, on the number of shares as to which third Business Day next succeeding such Exercise Date, transmit such Warrant shall not have been exercised Shares to, or surrenderedupon the order of, such Holder. Notwithstanding In lieu of delivering physical certificates representing the foregoingWarrant Shares issuable upon exercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall not deliver, or use its commercially reasonable efforts to cause its transfer agent to be delivered, any securities without applicable restrictive legend pursuant to electronically transmit the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise Depository by crediting the account of the Warrants is available Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantelectronic transmittals described herein.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants Ordinary Shares is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel effective, subject to the Company’s satisfying its obligations under Section 7.4. In the event that a registration statement with respect to the Ordinary Shares underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of Warrant may have no value and expire worthless. In no event will the states or other jurisdictions in which Company be required to net cash settle the Registered Holder residesWarrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Public Warrants and Representative’s Warrants, the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Share included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantUnit.

Issuance of Certificates. No later than three two (32) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall make, or cause to be made, entries in its Register of Members and shall issue, or cause to be issued, to the Registered Holder of such Warrant Warrant, a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities without applicable restrictive legend represented by this certificate have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased, shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer, President or cause Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exercise, in whole or in part, of the Underlying Warrants, certificates representing the Underlying Warrant Shares purchased (collectively, the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities without applicable restrictive legend represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Class A Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Class A Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating rights to the receive shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and underlying such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants Ordinary Shares is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Public Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of common stock issuable upon exercise or otherwise “net cash settle” of the Initial Warrants and Insider Warrants shall be unregistered shares. In the event that a registration statement is not effective for the Common Stock underlying the Public Warrants, the purchaser of a unit containing such Public Warrant, will have paid the full purchase price for the unit solely for the shares of Common Stock included in such unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant(except pursuant to Section 4.5).

Issuance of Certificates. No later than three (3) business days following As soon as practicable upon the exercise occurrence of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2an Exchange Event, the Company shall issue, or cause direct holders of the Rights to be issued, return their Rights Certificates to the Registered Holder Right Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust CorporationRight(s) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if it and issue to such Warrant shall not have been exercised or surrendered in full, registered holder(s) a new countersigned Warrant certificate for the number of shares as to which such Warrant shall not have been exercised or surrenderedshares. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant provision contained in this Rights Agreement to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additioncontrary, in no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” settle the WarrantRights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company's Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles, which would include the rounding down of any entitlement to receive Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Options, the Company issuance of certificates for the Shares purchased shall issuebe made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Option Certificate and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Upon exercise, in part or in whole, of the Options, certificates representing the Shares purchased (collectively, the "Option Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Public Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of common stock issuable upon exercise or otherwise “net cash settle” of Insider Warrants shall be unregistered shares. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant, will have paid the full purchase price for the unit solely for the shares included in such unit.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any This Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or is exercisable at the option of Holder at any time or from time to time on or after the Registered Holder, deliver electronically through Commencement Date and prior to or on the facilities Expiration Date for all or a portion of the Depository Trust Corporationshares of Warrant Shares which may be purchased hereunder but if this Warrant is to be exercised only in part, not for less than the greater of (a) twenty-five (25%) of the number of full shares of Common Stock to Warrant Shares which he, she or it is entitled, registered in such name or names as may initially be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant purchased hereunder or (b) one thousand (1,000) Warrant Shares (in either case as adjusted for any stock dividend, split, combination, recapitalization or the like with respect to such shares). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the provisions of Section 2, certificates for the Warrant Shares so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by the Company’s transfer agent at the Company’s expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such denominations of Warrant Shares as may be requested by Holder and shall be registered in the opinion name of counsel Holder or such other name as shall be designated by Holder, subject to the Companylimitations contained in Section 2. If, the upon exercise of the Warrants is exempt from the registration requirements this Warrant, fewer than all of the Act Warrant Shares evidenced by this Warrant are purchased prior to the date of expiration of this Warrant, one or more new warrants substantially in the form of, and such securities are qualified on the terms in, this Warrant will be issued for sale or exempt from qualification under applicable securities laws the remaining number of the states or other jurisdictions in which the Registered Holder resides. Warrants may Warrant Shares not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration purchased upon exercise or otherwise “net cash settle” the of this Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resideseffective. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder registered holder any cash or other consideration upon exercise or otherwise “"net cash settle” " the Warrant. Furthermore, in the event that a registration statement is not effective under the Act with respect to the Common Stock underlying the Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or cause President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resideseffective. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder registered holder any cash or other consideration upon exercise or otherwise “net cash settle” the Warrant. Furthermore, in the event that a registration statement is not effective under the Act with respect to the Common Stock underlying the Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three (3) business trading days following thereafter, the exercise Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: a certificate or certificates for the number of full Warrant and Shares to which the clearance Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the funds Registered Holder would otherwise be entitled, cash in payment of the Warrant Price an amount determined pursuant to Section 3.3.1 or cashless exercise 3 hereof; provided that in the event the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Registered Holder in connection with the Registered Holder’s sale of such Warrant Shares pursuant to Section 3.3.2an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, the Company shall issue, or cause to be issued, to the Registered Holder of credit such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the aggregate number of full shares of Common Stock to which he, she the Registered Holder is entitled pursuant to such exercise to the Registered Holder’s or it its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system; and in case such exercise is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in fullpart only, a new countersigned Warrant warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares as to called for on the face of this Warrant minus the number of Warrant Shares for which such this Warrant shall not have been was so exercised or surrendered. Notwithstanding (which, in the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend case of an exercise pursuant to Section 1(b), shall include both the exercise number of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant or (b) being cancelled in the opinion of counsel to the Company, the exercise payment of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantPurchase Price).

Issuance of Certificates. No later than three (3) business days following As soon as practicable upon the exercise of any Warrant and the clearance occurrence of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Exchange Event, the Company shall issue, or cause direct holders of the Rights to be issued, return their Rights Certificates to the Registered Holder Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Warrant Right(s) a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full ordinary shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant provision contained in this Agreement to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additioncontrary, in no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” settle the WarrantRights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless and shall have no obligation to settle such Warrant exercise unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Ordinary Shares underlying the Public Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) solely with respect to Sponsor Warrants, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, the event that a registration statement is not effective for the exercised Public Warrants the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Shares included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantUnit.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer, President or cause Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities without applicable restrictive legend represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of common stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating effective, subject to the shares Company’s satisfying its obligations under Section 7.4 of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant this Agreement, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act Act. In addition, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such securities Warrant unless such shares are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the exercising Registered Holder residesHolders reside. Warrants may not be exercised by, or securities shares issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of a Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock if the WarrantCommon Stock underlying the Warrants is not covered by an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it such holder is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant, and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise is effective, subject to the Company satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrants is effective and a current prospectus relating Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything to the shares of Common Stock issuable upon exercise of contrary contained in this Agreement, under no circumstances will the Warrants is available for delivery Company be required to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, net cash settle the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesWarrants. Warrants may not be exercised by, or and securities may not be issued to, any Registered Holder in any state jurisdiction in which such exercise or issuance would be unlawful. As a result of the provisions of this Section 3.3.2, any or all of the Warrants may expire unexercised. In addition, in no event will shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the shares of Common Stock underlying the Warrants have not been registered by the Company be obligated pursuant to pay an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent; provided that the Company has fulfilled its obligation to use its best efforts to effect such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” registration and ensure a current prospectus is available for delivery by the WarrantWarrant Agent.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which state of residence of the Registered Holder residesregistered holder of the Warrants. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant. In the event that a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrants, will have paid the full purchase price for the Unit solely for the shares of Common Stock included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it such holder is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant, and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon is effective, subject to the Company satisfying its obligations under Section 7.4 to use its best efforts. For the avoidance of doubt, the Company shall not be obligated to deliver any securities pursuant to the exercise of such a Founder Warrant and shall have no obligation to settle the Founder Warrant exercise unless a registration statement under the Act with respect to the Common Stock underlying the Public Warrants is effective and effective. In the event that a current prospectus relating registration statement with respect to the shares of Common Stock issuable upon underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise of the Warrants is available for delivery such Warrant. Notwithstanding anything to the Registered Holder of contrary contained in this Agreement, under no circumstances will the Warrant or (b) in the opinion of counsel Company be required to the Company, net cash settle the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesWarrants. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state jurisdiction in which such exercise or issuance would be unlawful. As a result of the provisions of this Section 3.3.2, any or all of the Warrants may expire unexercised. In addition, in no event will shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company be obligated pursuant to pay an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” registration and ensure a current prospectus is available for delivery by the WarrantWarrant Agent.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it such holder is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant or the Representatives’ Warrants and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable to be issued upon exercise of such Warrants Warrant is effective and a current prospectus thereunder relating to the shares of such Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel current, subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant or a Representatives’ Warrant is not effective under the Act, the holder of such Public Warrant or a Representatives’ Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of Warrant may have no value and expire worthless. In no event will the states or other jurisdictions in which Company be required to net cash settle the Registered Holder residesWarrant exercise. Public Warrants and Representatives’ Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of Common Stock issuable upon exercise or otherwise “net cash settle” of Insider Warrants shall be unregistered shares and certificates for such shares shall bear the legend set forth in Exhibit C herein. In the event that a registration statement is not effective for the exercised Public Warrants and Representatives’ Warrants, the purchaser of a Unit containing such Warrant, will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrants or a Representative’s Warrant and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise is effective subject to the Company satisfying its obligations under Section 7.4 to use its best efforts. In the event that a Registration Statement with respect to the Common Stock underlying a Public Warrant or a Representative’s Warrant is not effective under the Act, the holder of such Public Warrants is effective or Representative Warrant shall not be entitled to exercise such Warrant and a current prospectus relating such Warrant may have no value and expire worthless. In no event will the Company be required to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the exercise. Public Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Representative’s Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of Common Stock issuable upon exercise or otherwise “net cash settle” of Insiders’ Warrants shall be unregistered shares. In the event that a registration statement is not effective for the exercised Public Warrants and Representative’s Warrants, the purchaser of a unit containing such Warrant, will have paid the full purchase price for the unit solely for the shares included in such unit.

Issuance of Certificates. No Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days following thereafter without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased, (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable.”

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In no event will the Company be required to net cash settle the Warrant exercise. If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in which a share, the Registered Holder residesCompany shall round down to the nearest whole number, the number of shares to be issued to such holder. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates, and upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock Class A Ordinary Shares to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Class A Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of underlying such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesUnit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) This Warrant is exercisable at the option ------------------------ of Holder at any time or from time to time on or after the Commencement Date and prior to or on the Expiration Date for all or a portion of the shares of Warrant Shares which may be purchased hereunder. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business days following on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the provisions of Section 2, certificates for the Warrant Shares so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by the Company's transfer agent at the Company's expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such denominations of Warrant Shares as may be requested by Holder and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2. If, upon exercise of any Warrant and the clearance of the funds in payment this Warrant, fewer than all of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, Shares evidenced by this Warrant are purchased prior to the Registered Holder date of such expiration of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant a certificate or certificates representing (or at will be issued for the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the remaining number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall Shares not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable purchased upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the this Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she she, or it is entitled, registered in such name or names as may be directed by him, her her, or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of such Warrants is effective and a current prospectus relating to Warrant unless the shares of Common Stock Ordinary Shares issuable upon such Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the Warrants is available for delivery to state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon underlying such Unit. Subject to Section 4.7 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon (i.e., only an even number of Warrants may be exercised at any given time by a Registered Holder). If, by reason of any exercise of warrants on a “cashless basis”, the Warrants is available for delivery to the Registered Holder holder of the any Warrant or (b) in the opinion of counsel to the Companywould be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Warrants is exempt from Company shall round down to the registration requirements nearest whole number, the number of the Act and shares to be issued to such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesholder. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or (ii) the Public Warrants are exercised pursuant to Section 3.3.1(d). No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which state of residence of the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawfulregistered holder of the Warrants. In addition, in no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” settle the WarrantWarrant exercise.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise (unless pursuant to Section 4.5) or otherwise “net cash settle” the Warrant. In the event that a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrants, will have paid the full purchase price for the Unit solely for the shares of Common Stock included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant (if any), and except with respect to uncertificated Warrants as described above in Section 3.3.1 or cashless exercise pursuant to Section 3.3.22.2, the Company Parent shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Parent Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will Parent be required to net cash settle the Company Warrant exercise. No Warrant shall be exercisable for cash and Parent shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Parent Class A Ordinary Shares upon exercise of a Warrant unless (a) a registration statement Parent Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in which the Registered Holder residesimmediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Warrants, the Company shall issue, or cause to be issued, to the Registered Holder issuance of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full for shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliver, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant unless (a) a registration statement under Certificates and the Act with respect to certificates representing the Shares, Underlying Warrants and the shares of Common Stock underlying such Underlying Warrants (and/or other securities, property or rights issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from or the registration requirements Underlying Warrants) shall be executed on behalf of the Act and such securities are qualified for sale Company by the manual or exempt from qualification under applicable securities laws facsimile signature of the states then present Chairman or other jurisdictions in which Vice Chairman of the Registered Holder resides. Warrants may not be exercised by, Board of Directors or securities issued to, any Registered Holder in any state in which such exercise President or issuance would be unlawful. In addition, in no event will Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be obligated to pay such Registered Holder any cash consideration dated the date of execution by the Company upon exercise initial issuance, division, exchange, substitution or otherwise “net cash settle” the Warranttransfer.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the Act securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesStock. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three Upon the exercise of the Underwriter's Unit Warrant, the issuance of certificates for the Underwriter's Warrants and Underwriter's Shares or other securities, properties or rights underlying such Underwriter's Unit Warrant shall be made forthwith (3and in any event within five (5) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliver, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a Warrant unless (a) a registration statement under the Act with respect such tax or shall have established to the shares satisfaction of Common Stock issuable upon exercise of the Company that such tax has been paid. The Underwriter's Unit Warrants is effective and a current prospectus relating to the shares of Common Stock certificates representing the Underwriter's Warrants and Underwriter's Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder Underwriter's Unit Warrant shall be executed on behalf of the Warrant or (b) Company in the opinion same manner as the certificates for the Offered Shares and Offered Warrants. The Underwriter's Unit Warrants shall be dated the date of counsel to the Companyexecution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Underwriter's Shares and Underwriter's Warrants issuable upon exercise of the Underwriter's Unit Warrants is exempt from shall be identical in form and substance to the registration requirements Offered Shares and Offered Warrants, including the terms of redemption for the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of Offered Warrants sold to the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantpublic.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Exercise Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoingforegoing and subject to Section 7.4 of this Agreement, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant shares of Common Stock and shall have no obligation to settle the Warrant exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is effective and a current prospectus is on file with the Commission and available for delivery to the Registered Holder of the Warrant or (b) use or, in the opinion of counsel to the Company, the issuance of the Common Stock upon the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Notwithstanding anything to the contrary in this Agreement, and other than with respect to the cashless exercise provisions applicable to the Warrants, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities shares of Common Stock issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this Section 3.3.3, any or all of the Warrants may expire unexercised. In addition, in no event will shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company be obligated pursuant to pay an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its reasonable efforts to effect such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” registration and ensure a current prospectus is available for delivery by the WarrantWarrant Agent.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder with respect to Section 3.3.1 delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or cashless a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise pursuant to Section 3.3.2and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and no later than three (3) Business Days later, the Company shall issue, or cause instruct its transfer agent to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, andprovided, if in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder with respect to Section 3.3.1 delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or cashless a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise pursuant to Section 3.3.2and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and no later than three (3) business days later, the Company shall issue, or cause instruct its transfer agent to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, andprovided, if in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be (1) 4 year anniversary of the issuance date. directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesHolders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of a Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in shares of Common Stock if the WarrantCommon Stock underlying the Warrants is not covered by an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and and, to the extent applicable, the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon the exercise of such Warrants Warrant is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants such Warrant is exempt from the registration requirements of the Act and the Ordinary Shares issuable upon exercise of such securities Warrant are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holder(s) thereof reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of the Warrant be obligated entitled to pay such Registered Holder any receive a net-cash settlement, securities or other consideration upon exercise or otherwise “net cash settle” in lieu of physical settlement in Ordinary Shares, regardless of whether the WarrantOrdinary Shares underlying the Warrants are registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the for a whole number of full shares Shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised exercised. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or surrenderedas otherwise specified by such Registered Holder. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective (and a current the prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants contained therein is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residescurrent). Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash or other consideration upon exercise or otherwise “"net cash settle” " the Warrant. Furthermore, in the event that a registration statement is not effective under the Act with respect to the Common Stock underlying the Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating effective, subject to the shares of Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock issuable upon exercise of underlying the Warrants is available for delivery not effective under the Act, or because such exercise would be unlawful with respect to the Registered Holder of the Warrant or (b) a registered holder in the opinion of counsel to the Companyany state, the holder of such Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of Warrant may have no value and expire worthless. In no event will the states or other jurisdictions in which Company be required to net cash settle the Registered Holder resideswarrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration The shares of common stock issuable upon exercise or otherwise “net cash settle” of Insiders’ Warrants shall be unregistered shares. In the Warrantevent that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares included in such unit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she she, or it is entitled, registered in such name or names as may be directed by him, her her, or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 6.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of such Warrants is effective and a current prospectus relating to Warrant unless the shares of Common Stock Ordinary Shares issuable upon such Warrant exercise have been registered, qualified, or deemed to be exempt under the securities laws of the Warrants is available for delivery to state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) evidencing the number of full shares of Common Stock to which he, she or it such holder is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised exercised. Notwithstanding the foregoing, any shares of Common Stock issued hereunder may be issued in uncertificated or surrenderedbook-entry form through the facilities of the Depository or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant, and shall have no obligation to settle the Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Warrants is effective and a current prospectus relating is available, subject to the shares of Company satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock issuable upon underlying a Warrant is not effective under the Act or a current prospectus is not available, the holder of such Warrant shall not be entitled to exercise of the Warrants is available for delivery such Warrant. Notwithstanding anything to the Registered Holder of contrary in this Agreement, under no circumstances will the Warrant or (b) in the opinion of counsel Company be required to the Company, net cash settle the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesWarrants. Warrants may not be exercised by, or and securities may not be issued to, any Registered Holder in any state jurisdiction in which such exercise or issuance would be unlawful. As a result of the provisions of this Section 3.4.2, any or all of the Warrants may expire unexercised. In addition, in no event will shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the shares of Common Stock underlying the Warrants have not been registered by the Company be obligated pursuant to pay an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent; provided that the Company has fulfilled its obligation to use its best efforts to effect such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” registration and ensure a current prospectus is available for delivery by the WarrantWarrant Agent.

Issuance of Certificates. No later than three Certificates for the Warrant Shares, representing the aggregate number of shares specified in said Exercise Agreement, shall be delivered to the Holder within a reasonable time, not exceeding five (35) business days following days, after the rights represented by this Warrant shall have been so exercised. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of said Holder or such other name as shall be designated by said Holder (subject to the transfer restrictions applicable to this Warrant and to shares purchased upon exercise of any this Warrant). If this Warrant and the clearance of the funds shall have been exercised only in payment of the part, then, unless this Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2has expired, the Company shall issueshall, or cause to be issuedat its expense, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option time of the Registered Holderdelivery of said stock certificates(s), deliver electronically through to said holder a new Warrant representing the facilities of the Depository Trust Corporation) right to purchase the number of full shares of Common Stock with respect to which hethis Warrant shall not then have been exercised. The Company shall pay all expenses and charges payable in connection with the preparation, she or it is entitledexecution and delivery of stock certificates (and any new Warrants) pursuant to this paragraph 2 except that, in case such stock certificates shall be registered in such a name or names as may other than the Holder of this Warrant or such Holder’s nominee, funds sufficient to pay all stock transfer taxes which shall be directed payable in connection with the execution and delivery of such stock certificates shall be paid by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as Holder to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to at the exercise time of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise delivery of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will stock certificates by the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantas mentioned above.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in fullfull (provided that the holder has delivered the original physical Warrant Certificate to the Warrant Agent, which delivery shall not include delivery of a notice from the Depository of the transfer or exercise of Warrants in the form of a global Book-Entry Warrant Certificate), a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding If fewer than all the foregoingWarrants evidenced by a global Book-Entry Warrant Certificate are exercised, a notation shall be made to the Company shall not deliverrecords maintained by the Depository, its nominee for each global Book-Entry Warrant Certificate, or cause to be delivereda Participant, any securities without applicable restrictive legend pursuant to as appropriate, evidencing the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise balance of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and remaining after such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no the event will the Company such exercise would be obligated unlawful with respect to pay such a Registered Holder in any cash consideration upon state, the Registered Holder shall not be entitled to exercise or otherwise “net cash settle” the Warrantsuch Warrants and such Warrants may have no value and expire worthless.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 4 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrants represented hereby shall not be issued in certificated form. Upon exercise of the Warrants, in part or in whole, certificates representing the Shares, shall bear a legend substantially similar to the following: "The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder or Participant, as they case may be, with respect to Section 3.3.1 delivery of the Warrant Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or cashless a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise pursuant to Section 3.3.2and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the Company shall issue, or cause instruct its transfer agent to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, andprovided, if in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, in case of a new countersigned Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the number balance, if any, of shares as to which the Warrants remaining after such Warrant shall not have been exercised or surrenderedexercise. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the absence of a registration statement under the Act with respect to the Common Stock and a current prospectus relating to the shares of Common Stock, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a cashless exercise, no registration statement under the Act with respect to the Common Stock and no current prospectus relating to the shares of Common Stock, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a such exercise would be unlawful with respect to a Registered Holder in any state, in the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three Upon the exercise of Representative’s Unit Purchase Options, the issuance of certificates for the Units, Unit Warrants and Unit Shares or other securities, properties or rights underlying such Representative’s Unit Purchase Option, shall be made forthwith (3and in any event within five (5) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Representative and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been exercised paid. The Representative’s Unit Purchase Options and the certificates representing the Units, Unit Warrants and Unit Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be executed on behalf of the Company by the manual or surrendered facsimile signature of the Chairman or Vice Chairman of the Board of Directors or any President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Representative’s Unit Purchase Options shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Units, Unit Warrants and Unit Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be identical in fullform and substance to those issued and sold to the public in connection with the Public Offering, a new countersigned Warrant including the terms of redemption for the number of shares as to which such Warrant shall not have been exercised or surrenderedWarrants. Notwithstanding the foregoing, if, at the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the time of exercise of a Warrant unless (a) a registration statement under the Act with respect to Representative’s Unit Purchase Option, the shares of Common Stock issuable upon exercise of such Warrants is effective Units into which the Representative’s Unit Purchase Option are exercisable have been separated and a current prospectus relating to the shares of Common Stock issuable no longer trade as Units, then, upon exercise of the Warrants is available for delivery Representative’s Unit Purchase Option, and in lieu of Representative’s Units, the Company shall issue to the Registered Holder registered Holder, in the manner provided in the first paragraph of this Section 4: (i) such number of Unit Shares as would have been included in each of the Warrant or (b) in the opinion of counsel to the Company, the Representative Units had Units been issued upon exercise of the Representative’s Unit Purchase Option by such Holder, registered in such name(s) as may be designated by the Holder not inconsistent with Section 5 hereof; and (ii) such number of Unit Warrants is exempt from as would have been included in the registration requirements Representative’s Units had Units been issued upon exercise of the Act and Representative’s Unit Purchase Option by such securities are qualified for sale or exempt from qualification under applicable securities laws of Holder, registered in such name(s) as may be designated by the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantinconsistent with Section 5 hereof.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such the Warrants is effective and a current prospectus relating to the shares of such Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant available, or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. For purposes of clarification, in no event will a Sponsors’ Warrant be exercised unless a registration statement under the Act relating to the Common Stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to such Common Stock is available. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act and a current prospectus relating to such Common Stock is not available, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the exercise of the Public Warrants. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Warrants and a current prospectus relating to such Common Stock is not available, the purchaser of a unit containing such Warrant, will have paid the full purchase price for the unit solely for the shares included in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantunit.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himsuch Registered Holder, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares of Common Stock as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to use by the Registered Holder of the Warrant holders thereof or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesHolders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated required to pay such provide the Registered Holder any of a Warrant with a net-cash settlement or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying the Warrants is registered pursuant to an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a registration statement under the Act with respect to the Common Stock issuable upon exercise or otherwise “net cash settle” is not effective and a current prospectus is not available for use by the Warrantholders thereof at the time such Warrant is exercised.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased shall be made forthwith (and in any Warrant and event within five business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors of President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following Prior to the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Exchange Time, the Company Canco shall issue, deposit or cause to be issueddeposited with the Depositary, for the benefit of the holders of IRC Shares, certificates representing the aggregate number of whole Exchangeable Shares and the aggregate number of whole RG Shares issuable, and the aggregate amount of Cash Consideration payable, under the Arrangement. Upon surrender to the Registered Holder Depositary for cancellation of a certificate which immediately prior to the Exchange Time represented IRC Shares that were exchanged under the Arrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require, the holder of such Warrant surrendered certificate shall be entitled to receive, and promptly after the Exchange Time the Depositary shall deliver to such person, certificates registered in the name of such person representing that number of Exchangeable Shares and/or RG Shares which such person is entitled to receive (together with any cash in lieu of fractional Exchangeable Shares or RG Shares pursuant to Section 4.3) and a cheque for the Cash Consideration which such person is entitled to receive, less any amounts withheld pursuant to Section 4.6, and any certificate or so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such IRC Shares which was not registered in the transfer records of IRC, certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares Exchangeable Shares and/or RG Shares issuable to the registered holder may be registered in the name of Common Stock and issued to, and a cheque for the Cash Consideration payable to the registered holder may be made payable to, the transferee if the certificate representing such IRC Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Sections 2.6 and 4.5, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Exchange Time represented one or more outstanding IRC Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c), shall be deemed at all times after the Exchange Time to represent only the right to receive upon such surrender (i) the consideration to which hethe holder thereof is entitled under the Arrangement, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have been exercised or surrendered. Notwithstanding participated in the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend Arrangement pursuant to Section 3.1(b)), to receive the exercise fair value of the IRC Shares represented by such certificate, and (ii) any dividends or distributions with a Warrant unless (a) a registration statement under record date after the Act Exchange Time theretofore paid or payable with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant any Exchangeable Shares or (b) RG Shares issued in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionexchange therefor as contemplated by Section 4.2, in no event will the Company be obligated each case less any amounts withheld pursuant to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantSection 4.6.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Price, or upon surrender of the Insider Warrant (or portion thereof) as set forth in Section 3.3.1 or cashless exercise pursuant to Section 3.3.23.3.1(b), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Companyholders. In addition, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated required to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantwarrant exercise. In the event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the shares included in such Unit.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Warrants, the Company shall issue, or cause to be issued, to the Registered Holder issuance of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full for shares of Common Stock and Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant unless (a) a registration statement under Certificates and the Act with respect to certificates representing the shares of Common Stock issuable upon exercise of such and the Redeemable Warrants is effective underlying the Warrants and a current prospectus relating to the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or rights issuable upon exercise of the Warrants is available for delivery to the Registered Holder Warrants) shall be dated as of the Warrant Notice Date (regardless of when executed or (bdelivered) in the opinion of counsel to the Company, the exercise of the Warrants is exempt and dividend bearing securities so issued shall accrue dividends from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantNotice Date.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if cash is paid), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless and shall have no obligation to settle such Warrant exercise unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Ordinary Shares underlying the Public Warrants is effective and a current prospectus relating effective, subject to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant Company’s satisfying its obligations under Section 7.4 or (bii) solely with respect to Private Placement Warrants, in the opinion of counsel to the Company, the exercise of the such Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. In the event that a registration statement with respect to the Ordinary Shares underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such Warrants will have paid the full purchase price for the Unit solely for the Ordinary Shares included in such Unit and shall have no event will recourse against the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warranttherefor.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or (except in the case of a cashless exercise pursuant to Section 3.3.2of a Private Warrant), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (aother than a Private Warrant) unless: (i) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. Warrants (other than Private Warrants) may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated required to pay provide the registered holder of any Warrant with a net-cash settlement or other consideration in lieu of physical settlement in Ordinary Shares, regardless of whether the Ordinary Shares underlying any such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” Warrant is registered pursuant to an effective registration statement. Accordingly, the WarrantWarrants may expire unexercised and worthless if a current registration statement covering the Ordinary Shares is not effective.

Issuance of Certificates. No later than Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exercise, in whole or in part, of the Underlying Warrants, certificates representing the Underlying Warrant Shares purchased (collectively, the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant for each full share of Common Stock as to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2which the Warrant is exercised, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In additionthe event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant(except pursuant to Section 4.5).

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any transfer tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares (the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), nor any state securities laws and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect and applicable state securities laws, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants is exempt stating that an exemption from the registration requirements of the under such Act and such securities are qualified for sale or exempt from qualification under applicable state securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantis available."

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii), to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Public Warrant unless or an Incentive Warrant unless: (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the Common Stock issuable upon exercise of the Public Warrant and/or the Incentive Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any of a warrant be entitled to receive a net-cash consideration upon exercise or otherwise “net cash settle” settlement in lieu of physical settlement in shares of Common Stock, regardless of whether the WarrantCommon Stock underlying the Warrants is registered pursuant to an effective registration statement.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she she, or it is entitled, registered in such name or names as may be directed by him, her her, or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such underlying the Warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock issuable upon exercise of a Warrant unless the Warrants is available for delivery Common Stock issuable upon such Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In no event will the Company be required to net cash settle the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesexercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than Upon the exercise of the Underwriter's Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made forthwith (and in any event within three (3) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliver, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue or cause to be delivered, any securities without applicable restrictive legend pursuant deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the exercise Company the amount of a Warrant unless (a) a registration statement under the Act with respect such tax or shall have established to the shares satisfaction of Common Stock issuable upon exercise of the Company that such tax has been paid. The Underwriter's Unit Option Warrants is effective and a current prospectus relating to the shares of Common Stock certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder Underwriter's Unit Option Warrant shall be executed on behalf of the Warrant Company by the manual or (b) in facsimile signature of the opinion Chairman or Vice Chairman of counsel the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrants is exempt from shall be identical in form to those issued in connection with the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantPublic Offering.

Issuance of Certificates. No later than three (3a) business days following Upon the exercise of the Warrants, the issuance of stock certificates for the Shares purchased shall be made forthwith without charge to the Holder thereof including, without limitation, any Warrant and the clearance excise or transfer tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or resident or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the company, or cause to in such other manner as is then authorized for the Company. Warrant Certificates shall be delivereddated the date of execution by the Company upon initial issuance, any securities without applicable restrictive division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend (which legend shall be removed by the Company pursuant to Section 6.3(b)) substantially similar to the exercise following: "The securities represented by this certificate have not been registered for purposes of a Warrant unless public distribution under the Securities act of 1933, as amended (athe "Act"), and may not be offered or sold except (i) a pursuant to an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available." (b) The Holder hereby covenants and agrees that from and after the exercise date hereof the Holder may, after five business day prior written notice to the Company of the Warrants is exempt from Holder's intention thereto, directly or indirectly, sell, offer or contract to sell, pledge or otherwise dispose or transfer (collectively, a "transfer") the registration requirements Warrant to a transferee who expressly and in writing agrees with the Holder and the Company at the time of such transfer, to assume all of the Act obligations of, and such securities are qualified for sale or exempt from qualification under comply with all the provisions applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered the Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” under this Agreement and under the Warrant.

Issuance of Certificates. No Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days following thereafter without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 4 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased, (the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (3and in any event within five (5) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment the name of, or, if the requirements of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2------- 7 hereof have been satisfied, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder - thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any -------- ------- tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause deliver such certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be deliveredexecuted on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company, attested to by the manual or facsimile signature of the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities without represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable restrictive legend state securities laws, and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect or such laws, (ii) to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus extent applicable, pursuant to Rule 144 under the Act (or any similar rule under the Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants is exempt stating that an exemption from the registration requirements of under the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantis available."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder of such Warrant a certificate book-entry position or certificates representing (or at the option of the Registered Holdercertificate, deliver electronically through the facilities of the Depository Trust Corporation) as applicable, for the number of full shares of Common Stock Sxxxxxx to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue shares of Common Stock upon exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon such Warrant exercise of such Warrants is effective and a current prospectus relating has been registered, qualified or deemed to be exempt under the shares of Common Stock issuable upon exercise securities laws of the Warrants is available for delivery to state of residence of the Registered Holder of the Warrant or (b) Warrants. In the event that the condition in the opinion of counsel immediately preceding sentence is not satisfied with respect to the Companya Warrant, the holder of such Warrant shall not be entitled to exercise of the Warrants is exempt from the registration requirements of the Act such Warrant and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to or upon surrender of the Warrant (or portion thereof) as set forth in Section 3.3.1 or cashless exercise pursuant to Section 3.3.23.3.1(b), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder registered holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In additionthe event that a registration statement under the Act with respect to the Ordinary Shares underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantvalue and expire worthless.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Price, the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, the Company shall not deliver, or cause be obligated to be delivered, deliver any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (ai) a registration statement under the Act with respect to the shares of Common Stock issuable upon such exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant effective, or (bii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder residesregistered holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company registered holder of any Public Warrant, Private Warrant or Incentive Warrant be obligated entitled to pay receive a net-cash settlement, stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying any such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” Warrant is registered pursuant to an effective registration statement. It is acknowledged and agreed that if the Warrantconditions set forth in Section 3.2 and clause (i) of this Section 3.3.2 relating to the effectiveness of certain registration statements and the availability of prospectuses are not met, the Warrants may expire worthless.

Issuance of Certificates. No later than As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three trading days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided that in the event the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Registered Holder in connection with the Registered Holder’s sale of such Warrant Shares pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, the Company shall credit such aggregate number of shares of Common Stock to which the Registered Holder is entitled pursuant to such exercise to the Registered Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so exercised (which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). If the Company shall fail to deliver or cause to be delivered for any reason or no reason the shares of Common Stock as provided for above (the “Delivery Deadline”), then, in addition to all other remedies available to the Registered Holder, if on or after the trading day immediately following the Delivery Deadline the Registered Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Registered Holder of shares of Common Stock that were to be represented by the shares of Common Stock to be issued as provided for above (a “Buy-In”), then, provided as of such purchase date the Registered Holder had not received such shares of Common Stock, the Company shall, within three (3) business days following after written request by the exercise of any Warrant Registered Holder and in the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2Registered Holder’s discretion, the Company shall issue, or cause to be issued, either (i) pay cash to the Registered Holder in an amount equal to the purchase price (including brokerage commissions, if any) paid by the Registered Holder for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to issue such Warrant shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Registered Holder a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full such shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery pay cash to the Registered Holder in an amount equal to the excess (if any) of the Warrant or Buy-In Price over the product of (bA) in such number of shares of Common Stock, times (B) the opinion of counsel to Fair Market Value on the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantDelivery Deadline.

Issuance of Certificates. No later than three Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (3and in any event within five (5) business days following thereafter) without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall be issued in payment the name of, or, if the requirements of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2SECTION 7 hereof have been satisfied, the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; PROVIDED, andHOWEVER, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause deliver such certificates unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be deliveredexecuted on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company, attested to by the manual or facsimile signature of the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities without represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable restrictive legend state securities laws, and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect or such laws, (ii) to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus extent applicable, pursuant to Rule 144 under the Act (or any similar rule under the Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants is exempt stating that an exemption from the registration requirements of under the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantis available."

Issuance of Certificates. No later than three (3) business days following As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2(if any), the Company shall issue, or cause to be issued, issue to the Registered Holder registered holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) for the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, and if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrenderedexercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not deliver, or cause be obligated to be delivered, any securities without applicable restrictive legend pursuant to the issue Ordinary Shares upon exercise of a Warrant unless (a) a registration statement the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the Registered Holder residespurchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any Registered Holder registered holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. No later than three (3) business days following the As soon as practicable after full or partial exercise of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2this Warrant, the Company at its expense (including, without limitation, the payment by it of all taxes and governmental charges applicable to such exercise and issuance of Warrant Shares) shall issue, or cause to be issued, issued in the name of and delivered to the Registered Holder of or such Warrant other persons as directed by the Holder, a certificate or certificates representing (for the total number of Warrant Shares for which this Warrant is being exercised in such denominations as instructed by the Holder, together with any other securities and property to which the Holder is entitled upon exercise under the terms of this Warrant. This Warrant shall be deemed to have been exercised, and the Warrant Shares acquired thereby shall be deemed issued, and the Holder or at any person(s) designated by the option Holder shall be deemed to have become holders of record of such Warrant Shares for all purposes, as of the Registered Holderclose of business on the date that this Warrant, deliver electronically through the facilities duly executed and completed Exercise Notice, and full payment of the Depository Trust CorporationAggregate Purchase Price has been presented and surrendered to the Company in accordance with the provisions of Section 1(b) hereof, notwithstanding that the stock transfer books of the Company may then be closed. In the event this Warrant is only partially exercised, a new Warrant evidencing the right to acquire the number of full shares of Common Stock Warrant Shares with respect to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such this Warrant shall not then have been exercised or surrendered in fullexercised, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoingbe executed, issued and delivered by the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under Holder simultaneously with the Act with respect to the shares of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise delivery of the Warrants is available for delivery to the Registered Holder of certificates representing the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the WarrantShares so purchased.

Issuance of Certificates. No later than three (3) business days following Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (and in any Warrant and event within three business days thereafter) without charge to the clearance Holder thereof including, without limitation, any tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or cause facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be delivered, any securities without applicable restrictive legend offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, (ii) to the shares of Common Stock issuable upon exercise of extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Warrants is effective and a current prospectus Act relating to the shares disposition of Common Stock issuable securities), or (iii) upon exercise of the Warrants is available for delivery by the holder to the Registered Holder Company of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."

Issuance of Certificates. No Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days following thereafter without charge to the exercise of Holder thereof including, without limitation, any Warrant and the clearance tax which may be payable in respect of the funds issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issuename of, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or itthe Holder thereof; provided, andhowever, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, that the Company shall not deliverbe required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or cause deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be deliveredexecuted on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities without applicable restrictive legend represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to the exercise of a Warrant unless (a) a an effective registration statement under the Act with respect Act, or (ii) upon the delivery by the holder to the shares Company of Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the an opinion of counsel, reasonably satisfactory to counsel to the Company, the exercise of the Warrants stating that an exemption from registration under such Act is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrantavailable."