Common use of Payment Clause in Contracts

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant AgentAgent or wire transfer; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or (c) in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the trading day prior to the date of exercise.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Exercise Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant AgentAgent designated for such purposes, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.16.4, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.16.4, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.4, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.16.4, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Class A ordinary shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares of Common Stock and the issuance of such share of Common StockClass A ordinary shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Class A ordinary shares for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or6hereof;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Share and the issuance of such share of Common StockOrdinary Share, as follows: (a) in lawful money by wire transfer of the United Statesimmediately available funds, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Share, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United States, immediately available funds in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant with respect to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants any Placement Warrant or Repurchased Public Warrant exercised on a “cashless basis,” ”, so long as such Placement Warrant or Repurchased Public Warrant is held by Xxxxxx, the Sponsor, a member of the Sponsor, Cowen or partners of Cowen or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.13.3.1(c), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as last sale price of the Common Stock on the date on which the notice of redemption exercise of the Warrant is sent to the holders of Warrant Agent, in the Warrants, pursuant to Section 6.2 hereofevent notice is received after market close it shall mean the last sale price the next trading day; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant AgentAgent or wire transfer; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported closing price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or (c) in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of the Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of the Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of the Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of the Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (ai) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (bii) in the event of a redemption pursuant to Section 6.1 Article VI hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b3.03(a)(ii) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) 3.03(a)(ii), Section 6.02 and Section 6.16.04, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 Article VI hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant AgentAgent or wire transfer; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported closing price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or (c) in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.4, the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it surrendering, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed(i) an election to purchase form electing to exercise such Warrants, and by paying (ii) a payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” ”, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the Warrant Agent;order of the Company (or as otherwise agreed to by the Company); or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value; provided, however, that Warrants may not be exercised on a “cashless basis” unless the Fair Market Value is equal to or higher than the Warrant Price. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrant pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.4, the “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the volume weighted average trading price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United States, immediately available funds in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.2, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10-Day Average Closing Price ) trading days ending on the third (as defined below3rd) as of trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, Agent in the Borough of Manhattan, City and State of New York, or at the office of its successor as Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United States, immediately available funds in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of upon a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the WarrantsWarrant, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, Warrant may be exercised by the registered holder thereof by (i) (A) when the certificate representing such Warrant has been countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it such Warrant certificate, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the WarrantWarrant certificate, duly executed, or (B) when the Warrant is represented by book entry, delivering the Warrant to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, with the subscription form properly delivered by the Participant in accordance with the Depositary’s procedures, and by (ii) paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is such Warrants are exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common StockWarrants, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent;Agent or wire transfer; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the WarrantWarrant (the “Exercise Notice”), duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant Agent;, or (b) in Notwithstanding anything contained herein to the event contrary, if (i) at the time a notice of a redemption cancellation is given by the Company pursuant to Section 6.1 hereof in which 6, or (ii) at any time the Board has elected Common Stock is traded, listed, or quoted on a U.S. trading market or electronic exchange, a registration statement covering the Common Stock underlying the Warrants that are subject to require all holders the Exercise Notice (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares to the public, the holder of the Warrants Warrant may, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Warrant Price, elect instead to receive upon such Warrants on a exercise the “cashless basis,Net Number” by surrendering of shares of Common Stock determined according to the Warrants for that following formula: Net Number = [(A x B) - (A x C)] / B For purposes of the foregoing formula: A= the total number of shares of Common Stock equal with respect to which the quotient obtained by dividing (x) Warrant is then being exercised. B= the product arithmetic average of the number last sale price of the shares of Common Stock for the five (5) consecutive trading days ending on the date immediately preceding the date of the Exercise Notice, as reported by the principal market or exchange on which the Common Stock is traded, listed or quoted. C= the Warrant Price then in effect for the applicable shares of Common Stock underlying the Warrants, multiplied by Warrant at the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes time of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; orsuch exercise.

Payment. Subject to the provisions of the Warrant Warrants and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the WarrantWarrants, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company (or as otherwise agreed to by the Company); (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the volume-weighted average last reported sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrants and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Ordinary Shares for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share shares of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Ordinary Shares for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Share and the issuance of such share of Common StockOrdinary Share, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares and the issuance of such share of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Class A Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Class A common stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A common stock and the issuance of such share shares of Common StockClass A common stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A common stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Class A common stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board has elected to require all holders a record holder of the Warrants elects to exercise such his, her or its Warrants on a “cashless cashless” basis,” , by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United Statesimmediately available funds, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the Warrant Agent;order of the Company (or as otherwise agreed to by the Company); or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value; provided, however, that Warrants may not be exercised on a “cashless basis” unless the Fair Market Value is equal to or higher than the Warrant Price. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrant pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company's board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Class A Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Class A Ordinary Shares and the issuance of such share of Common StockClass A Ordinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Class A Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as average reported last sale price of the Class A Ordinary Shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock per Warrant equal to the quotient obtained by dividing (x) the product excess of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b(i) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) VWAP as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof6 hereof (“Fair Market Value”) over (ii) the Warrant Price by (y) Fair Market Value; or (c) as provided in Section 7.4 hereof.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Share, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant AgentAgent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; ordifference

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, Agent or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrant and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for for: that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the PIPE Warrant and this Agreement, a Warrant, when countersigned by the PIPE Warrant Agent, may be exercised by the Registered Holder thereof at any time prior to the Expiration Date by surrendering it at the office of the Warrant Agent, Agent or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such PIPE Warrant; and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the PIPE Warrant is exercised and any and all applicable taxes due in connection with the exercise of the PIPE Warrant, the exchange of the PIPE Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant AgentAgent or by wire; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the PIPE Warrants to exercise such PIPE Warrants on a “cashless basis,” by surrendering the PIPE Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the PIPE Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the PIPE Warrants, pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Whole Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, Agent in the Borough of Manhattan, City and State of New York, or at the office of its successor as Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Whole Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Whole Warrant, the exchange of the Whole Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United States, immediately available funds in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of upon a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the WarrantsWarrant, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price per share of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.16.4, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrants and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ,” as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.4, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrants and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Class A Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, Agent in the Borough of Manhattan, City and State of New York, or at the office of its successor as Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United States, immediately available funds in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of upon a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the WarrantsWarrant, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average reported last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in In lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;Agent (or as otherwise agreed to by the Company); or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as average reported last sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrant pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it surrendering, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form(i) an election to purchase form electing to exercise such Warrants represented by Global Warrant Certificates or, as set forth in the Warrantcase may be, duly executedthe physical certificate evidencing the Warrants to be exercised, and by paying (ii) a payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Class A Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Common Stock and the issuance of such share shares of Class A Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of a share of Class A Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.16.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in cash, good certified check or good bank draft payable to the Warrant Agentorder of Continental Stock Transfer & Trust Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as average last sale price of the Ordinary Shares reported by Bloomberg for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United Statescash, in good certified check or good bank draft payable to the Warrant Agentorder of the Company (or as otherwise agreed to by the Company); (b) with respect to the Insider Warrants, in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” 6 hereof, by surrendering the Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Insider Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.13.3.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Class A Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares share of Class A Common Stock and the issuance of such share of Class A Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing day average trading Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money by wire transfer of the United States, immediately available funds in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the volume weighted average price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Company’s Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrant; and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant AgentAgent or by wire; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrant and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, (if in certificated form, when countersigned by the Warrant Agent), may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executedexecuted (or, in the case of Warrants held through the Depositary in uncertificated or book-entry only form, through the applicable procedures of the Depositary), and by paying in full the Warrant Price for each full ordinary share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the ordinary shares of Common Stock and the issuance of such share of Common Stockordinary shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft wire payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of ordinary shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of ordinary shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average last reported sale price of the ordinary shares for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good by certified check or good bank draft payable to the order of the Warrant AgentAgent or by Wire Transfer; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection Section 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, Agent or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrant and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant AgentAgent or by wire transfer of immediately available funds; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Share and the issuance of such share of Common StockOrdinary Share, as follows: (a) in lawful money by wire transfer of the United Statesimmediately available funds, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrants and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, ” (as defined in this subsection 3.3.1(b)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) ), Section 6.2 and Section 6.16.4, the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market ValueValue and (B) 0.361 (subject to adjustment pursuant to Section 4 hereof). Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average closing price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or6 hereof ;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Company’s board of directors (the “ Board ”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3 , the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and amount by which the “Fair Market Value”, as defined in this subsection 3.3.1(b) exceeds the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the 10-Day Average Closing Price average last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant AgentAgent either manually or by facsimile signature, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, New York City and the State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in In lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;Agent (or as otherwise agreed to by the Company); or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as average reported last sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agentorder of the Company; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the shares of Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders Registered Holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it (if evidenced by definitive certificate) at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full whole share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” during the 30-day Redemption Period (as defined below), by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average last reported sale price of the shares of Common Stock as reported during the ten (10-Day Average Closing Price (as defined below) as of trading day period ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 hereof; or.

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of (A) the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by Warrants and (B) the difference between the Warrant Price and the “Fair Market Value”, ,” as defined in this subsection Section 3.3.1(b) ), by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) VWAP as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Exercise Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattantogether with (i) an election to purchase form, City and State of New Yorkduly executed, with the subscription formelecting to exercise such Warrants, as set forth in the Warrant, duly executed, and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant Warrants for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft payable to the order of the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, Value (as defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price average reported last sale price of the Common Stock for the five (as defined below5) as of trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder registered holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in by good certified check or good bank draft wire payable to the Warrant Agent;; or (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s management has elected to require force all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as ” (defined in this subsection 3.3.1(bbelow) by (y) the Fair Market Value. Solely for purposes of this subsection Section 3.3.1(b) and Section 6.1), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, Warrants pursuant to Section 6.2 6 hereof; or

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with the subscription (i) an election to purchase form, as set forth in the Warrant, duly executed, electing to exercise such Warrants and by paying (ii) payment in full of the Warrant Price for each full share of Common Stock Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock Ordinary Shares and the issuance of such share of Common StockOrdinary Shares, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b) ), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.16.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10-Day Average Closing Price (as defined below) as of trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 6 hereof; or;

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such share shares of Common Stock, as follows: (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; (b) in the event of a redemption pursuant to Section 6.1 6 hereof in which the Board Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2 hereof; orby