Common use of Placement Warrants Clause in Contracts

Placement Warrants. The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying the Placement Warrants and the Additional Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Warrants. Simultaneously with the consummation of the Offering, U.N. SDG Support LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 3,650,000 Warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”). The Placement Warrants and the Additional Class A Ordinary Shares underlying the Placement Warrants have been duly authorized and reserved for issuance; Warrant are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants, except that the Placement Warrants shall be non-redeemable by the Company so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Additional Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement Warrants are not and will not no party shall be subject entitled to a placement fee or expense allowance from the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and Securities. The Subscription Agreement shall state that the Additional Placement Warrants have been duly and validly taken. When issued, Sponsor has agreed to waive its redemption rights with respect to the Placement Warrants and Securities in connection with the Additional Placement Warrants will constitute valid and binding obligations completion of the Company to issue initial Business Combination and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that to waive its rights to liquidating distributions from the remedy of specific performance and injunctive and other forms of equitable relief may be subject trust account with respect to the equitable defenses and Placement Securities if the Company fails to complete the discretion initial Business Combination within 12 months from the closing of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying Offering (or up to 18 months from the Placement Warrants and closing of this Offering if the Additional Placement Warrants have been reserved for issuance upon Company extends the exercise period of time to consummate an initial Business Combination by the Placement Warrants and the Additional Placement Warrants, when issued in accordance with the terms full amount of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holderstime).

Placement Warrants. Simultaneously with the Closing, Ventoux Acquisition Holdings LLC (“VAH”) and Chardan International Investments, LLC (“CII”) shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 6,000,000 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”), of which 4,00,000 Placement Warrants will be purchased by VAH and 2,000,000 Placement Warrants will be purchased by CII. The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreements and the Additional Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement Warrants are not and will not no party shall be subject entitled to a placement fee or expense allowance from the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly takenSecurities. When issuedPursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants purchased by CII are subject to a lock-up for a period of 180 days immediately following the Effective Date of the Registration Statement or the commencement of sales in the Offering and, for that 180 day period following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Pursuant to Rule 5110(g)(8) of FINRA’s Rules, Chardan Capital Markets, LLC and its related persons may not, with respect to the Placement Warrants (and the Additional Placement Warrants will constitute valid and binding obligations shares that are issuable upon exercise of the Company to issue and sellPlacement Warrants) purchased by CII, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcyhave more than one demand registration right at the Company’s expense, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability exercise their demand registration rights more than five (5) years from the effective date of any indemnification or contribution provision may be limited under federal and state securities laws; the Registration Statement, and (iii) that exercise their “piggy-back” registration rights more than seven (7) years from the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion effective date of the court before which Registration Statement, as long as Chardan Capital Markets, LLC or any proceeding therefor may be brought. The Class A ordinary Shares underlying the Placement Warrants and the Additional Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and the Additional its related persons are beneficial owners of Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Warrants. Simultaneously with the Closing, Quantum Ventures LLC (“Quantum Ventures”) and Chardan Quantum LLC (“Chardan Quantum” and, together with Quantum Ventures, the “Co-Sponsors”) shall purchase from the Company, pursuant to the Warrants Purchase Agreements (as defined in Section 2.23.2 hereof) an aggregate of 5,562,500 warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”). The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the warrants included as part of the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Warrants Purchase Agreements and the Additional Warrant Agreement (as defined in Section 2.22 hereof)). The Placement Warrants are not and purchased by Chardan Quantum will not be subject exercisable more than five (5) years from the Effective Date, in accordance with FINRA Rule 5110(g)(8)(A), as long as Chardan Quantum or any of its related persons beneficially own these warrants. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying the Placement Warrants and the Additional Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersSecurities.

Placement Warrants. The Upon consummation of a Transaction, the Company will issue to PCA five-year stock purchase warrants (the “Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject Agent Warrants”), equivalent to the preemptive rights of any holders of any security 7% of the Company shares issued in the Transaction to investors listed in Addendum A, taking into consideration any increase in shares under a ratchet or similar contractual rights granted by provision pursuant to which the Company; and all corporate actions required number of shares initially purchased is subsequently increased, with an “exercise price” equal to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment 100% of the exercise price therefor, the number and type of securities of the warrants issued in the Transaction. The exercise price is defined as the price at which PCA may convert the Placement Agent Warrants into common stock of the Company. In addition to the exercise price, PCA shall pay a “warrant cost” of $0.001 per share (one-tenth of a cent) to the Company called for thereby in accordance with upon the terms thereofissuance of Placement Agent Warrants. A separate Placement Agent Warrant Agreement shall be prepared after consummation of the Transaction, and such shall take the form of PCA’s standard warrant agreement, but shall be acceptable to the Company, which contains the following terms, among others: the Placement Warrants and Additional Placement Agent Warrants are enforceable against not transferable by the Company in accordance warrantholder other than to a limited number of employees and affiliates of PCA subject to compliance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state all applicable securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief Placement Agent Warrants may be subject exercised as to all or any lesser number of shares of equity securities commencing immediately after the equitable defenses and to the discretion date of the court before which any proceeding therefor consummation of the Transaction; the Placement Agent Warrants may be brought. The Class A ordinary Shares underlying exercised on a cash-less basis if not registered within 1 year of the Placement Warrants closing of the Transaction and be redeemable on the same terms as the Transaction warrants; and the Additional Placement Warrants have been reserved warrant agreement will contain provisions for issuance upon the exercise change of the Placement Warrants control, weighted average based anti-dilution and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and noncustomary piggy-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersback registration rights.

Placement Warrants. Simultaneously with the consummation of the Offering, A SPAC II (Holdings) Corp. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 8,450,000 Warrants (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”). The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Ordinary Shares underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants, except that the Placement Warrants shall be non-redeemable by the Company so long as the Warrants continue to be held by the initial purchasers of the Warrants or their permitted transferees (as described in the Subscription Agreement and the Additional Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement Warrants have been reserved for issuance upon and no party shall be entitled to a placement fee or expense allowance from the exercise sale of the Placement Warrants and Securities. The Subscription Agreement shall state that the Additional Sponsor has agreed to waive its redemption rights with respect to the Placement Warrants, when issued Securities in accordance connection with the terms completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Warrants and Securities if the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and Company fails to complete the holders thereof are not and will not be subject initial Business Combination within 15 months from the closing of the Offering (or up to personal liability 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by reason the full amount of being such holderstime).

Placement Warrants. The Placement Warrants and On each closing date on which Aggregate Consideration is paid or becomes payable, the Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject Company shall issue to the preemptive rights of any holders of any security Agents warrants (the “Placement Warrants”) in an aggregate amount equal to 10% of the Company or similar contractual rights granted aggregate consideration raised by the CompanyAgents; and provided such percentage shall be 8% with respect to all corporate actions required to be taken for transactions other than the authorization, issuance and sale Initial Financing. The exercise price of the Placement Warrants and shall equal to the Additional Placement Warrants have been duly and validly taken. When issued, lower of (i) the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations lower price (to any investor(s)) at which any units of the Company is or may be sold in such placement or upon the conversion, exercise or exchange of such securities, or (ii) the closing bid price of the Company’s common shares on the trading date immediately prior to issue the relevant closing date. The Warrants shall be exercisable immediately after the date of issuance, and shall expire 5 years after the date of issuance, unless otherwise extended by the Company. The Warrants shall include a cashless exercise provision and will be non-redeemable and provide for automatic exercise upon expiration. The exercise price of the Warrants shall be subject to full-ratchet anti-dilution protection. The Warrants shall have piggy-back registration rights. The Warrants shall be transferable, subject only to the securities laws, by the holders thereof. The Agents represent, covenant and agree that they will obtain the Warrants for investment purposes for their own account only and will not sell, upon exercise thereof and payment of the exercise price thereforoffer to sell, distribute or offer to distribute, the number and type of Warrants or securities of the Company called for thereby in accordance with into which the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against convertible, without being registered under the Company in accordance with their respective termsSecurities Act of 1933, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtamended. The Class A ordinary Shares underlying the Placement Warrants and the Additional Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.INVESTMENT BANKING AGREEMENT EXECUTION COPY

Placement Warrants. Simultaneously with the Closing, AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Private Placement Warrant Agreement (as defined in Section 2.24.2 hereof) an aggregate of 8,020,000 warrants (the “Placement Warrants”) (of which 1,000,000 Placement Warrants will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrants in a private placement (the “Private Placement”). The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; securities underlying the Placement Warrants and are hereinafter referred to collectively as the Additional “Placement Securities.” The Placement Warrants are not and will not shall be subject identical to the preemptive rights of any holders of any security of Warrants sold in the Company or similar contractual rights granted Offering except that the Placement Warrants shall be (i) non-redeemable by the Company; , and all corporate actions required (ii) may be exercised for cash or on a cashless basis. There will be no placement agent in the Private Placement and no party shall be entitled to be taken for a placement fee or expense allowance from the authorization, issuance and sale of the Placement Warrants and Securities. I-Bankers agrees not to transfer, assign or sell any of the Placement Securities or Additional Placement Warrants have been duly Securities (as defined in Section 1.4.2), if any, and validly taken. When issued, agrees to waive its redemption and liquidation rights with respect to such the Placement Warrants and the Securities or Additional Placement Warrants will constitute valid and binding obligations Securities, if any, pursuant to the terms set forth in that certain Private Placement Warrant Agreement dated as of the Company to issue and date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, upon exercise thereof and payment of transfer, assign, pledge or hypothecate the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Securities or Additional Placement Warrants are enforceable against Securities, if any, for a period of 180 days following the Company in accordance with their respective terms, exceptEffective Date to anyone other than: (i) as such enforceability may be limited by bankruptcyan underwriter or a Selected Dealer participating in the Offering, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability an officer, partner, registered person, or affiliate of the Representative or of any indemnification such underwriter or contribution provision may be limited under federal and state securities laws; and Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (iiib) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying cause the Placement Warrants and the Securities or Additional Placement Warrants have been reserved Securities, if any, to be the subject of any hedging, short sale, derivative, put or call transaction, for issuance upon a period of 180 days following the exercise Effective Date, that would result in the effective economic disposition of the Placement Warrants and the Securities or Additional Placement WarrantsSecurities, when issued if any, except as provided for in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersFINRA Rule 5110(3)(2).

Placement Warrants. Simultaneously with the Closing, AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Private Placement Warrant Agreement (as defined in Section 2.24.2 hereof) an aggregate of 7,545,000 warrants (the “Placement Warrants”) (of which 1,000,000 Placement Warrants will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrants in a private placement (the “Private Placement”). The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; securities underlying the Placement Warrants and are hereinafter referred to collectively as the Additional “Placement Securities.” The Placement Warrants are not and will not shall be subject identical to the preemptive rights of any holders of any security of Warrants sold in the Company or similar contractual rights granted Offering except that the Placement Warrants shall be (i) non-redeemable by the Company; , and all corporate actions required (ii) may be exercised for cash or on a cashless basis. There will be no placement agent in the Private Placement and no party shall be entitled to be taken for a placement fee or expense allowance from the authorization, issuance and sale of the Placement Warrants and Securities. I-Bankers agrees not to transfer, assign or sell any of the Placement Securities or Additional Placement Warrants have been duly Securities (as defined in Section 1.4.2), if any, and validly taken. When issued, agrees to waive its redemption and liquidation rights with respect to such the Placement Warrants and the Securities or Additional Placement Warrants will constitute valid and binding obligations Securities, if any, pursuant to the terms set forth in that certain Private Placement Warrant Agreement dated as of the Company to issue and date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, upon exercise thereof and payment of transfer, assign, pledge or hypothecate the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Securities or Additional Placement Warrants are enforceable against Securities, if any, for a period of 180 days following the Company in accordance with their respective terms, exceptEffective Date to anyone other than: (i) as such enforceability may be limited by bankruptcyan underwriter or a Selected Dealer participating in the Offering, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability an officer, partner, registered person, or affiliate of the Representative or of any indemnification such underwriter or contribution provision may be limited under federal and state securities laws; and Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (iiib) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying cause the Placement Warrants and the Securities or Additional Placement Warrants have been reserved Securities, if any, to be the subject of any hedging, short sale, derivative, put or call transaction, for issuance upon a period of 180 days following the exercise Effective Date, that would result in the effective economic disposition of the Placement Warrants and the Securities or Additional Placement WarrantsSecurities, when issued if any, except as provided for in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersFINRA Rule 5110(3)(2).

Placement Warrants. The Upon consummation of a Transaction, the Company will issue to WFG five-year stock purchase warrants (the “Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject Agent Warrants”), equivalent to the preemptive rights of any holders of any security 7% of the Company shares issued in the Transaction to investors listed in Addendum A, taking into consideration any increase in shares under a ratchet or similar contractual rights granted by provision pursuant to which the Company; and all corporate actions required number of shares initially purchased is subsequently increased, with an “exercise price” equal to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment 100% of the exercise price therefor, the number and type of securities of the warrants issued in the Transaction. The exercise price is defined as the price at which WFG may convert the Placement Agent Warrants into common stock of the Company. In addition to the exercise price, WFG shall pay a “warrant cost” of $0.001 per share (one-tenth of a cent) to the Company called for thereby in accordance with upon the terms thereofissuance of Placement Agent Warrants. A separate Placement Agent Warrant Agreement shall be prepared after consummation of the Transaction, and such shall take the form of WFG’s standard warrant agreement, but shall be acceptable to the Company, which contains the following terms, among others: the Placement Warrants and Additional Placement Agent Warrants are enforceable against not transferable by the Company in accordance warrantholder other than to a limited number of employees and affiliates of WFG subject to compliance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state all applicable securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief Placement Agent Warrants may be subject exercised as to all or any lesser number of shares of equity securities commencing immediately after the equitable defenses and to the discretion date of the court before which any proceeding therefor consummation of the Transaction; the Placement Agent Warrants may be brought. The Class A ordinary Shares underlying exercised on a cash-less basis if not registered within 1 year of the Placement Warrants closing of the Transaction and be redeemable on the same terms as the Transaction warrants; and the Additional Placement Warrants have been reserved warrant agreement will contain provisions for issuance upon the exercise change of the Placement Warrants control, weighted average based anti-dilution and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and noncustomary piggy-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersback registration rights.

Placement Warrants. The Upon consummation of a Transaction, the Company will issue to Granite five-year stock purchase warrants (the “Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; the Placement Warrants and the Additional Placement Warrants are not and will not be subject Agent Warrants”), equivalent to the preemptive rights of any holders of any security 7% of the Company shares issued in the Transaction to investors listed in Addendum A, taking into consideration any increase in shares under a ratchet or similar contractual rights granted by provision pursuant to which the Company; and all corporate actions required number of shares initially purchased is subsequently increased, with an “exercise price” equal to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment 100% of the exercise price therefor, the number and type of securities of the warrants issued in the Transaction. The exercise price is defined as the price at which Granite may convert the Placement Agent Warrants into common stock of the Company. In addition to the exercise price, Granite shall pay a “warrant cost” of $0.001 per share (one-tenth of a cent) to the Company called for thereby in accordance with upon the terms thereofissuance of Placement Agent Warrants. A separate Placement Agent Warrant Agreement shall be prepared after consummation of the Transaction, and such shall take the form of Granite’s standard warrant agreement, but shall be acceptable to the Company, which contains the following terms, among others: the Placement Warrants and Additional Placement Agent Warrants are enforceable against not transferable by the Company in accordance warrantholder other than to a limited number of employees and affiliates of Granite subject to compliance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state all applicable securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief Placement Agent Warrants may be subject exercised as to all or any lesser number of shares of equity securities commencing immediately after the equitable defenses and to the discretion date of the court before which any proceeding therefor consummation of the Transaction; the Placement Agent Warrants may be brought. The Class A ordinary Shares underlying exercised on a cash-less basis if not registered within 1 year of the Placement Warrants closing of the Transaction and be redeemable on the same terms as the Transaction warrants; and the Additional Placement Warrants have been reserved warrant agreement will contain provisions for issuance upon the exercise change of the Placement Warrants control, weighted average based anti-dilution and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and noncustomary piggy-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersback registration rights.

Placement Warrants. Simultaneously with the consummation of the Offering, (i) Medicus Sciences Sponsor LLC (the “Sponsor”) shall purchase from the Company pursuant to the Sponsor Private Placement Warrant Purchase Agreement (as defined in Section 2.25.2 hereof) 3,555,556 warrants; and (ii) Maxim Partners LLC shall purchase from the Company pursuant to the Maxim Private Placement Warrant Purchase Agreement (as defined in Section 2.25.3 hereof) 1,200,000 warrants, for an aggregate of 4,755,556 warrants (together, the “Placement Warrants”) at a purchase price of $0.90 per Placement Warrant in private placements (the “Private Placements”). The Placement Warrants and the Additional Placement Warrants have been duly authorized and reserved for issuance; Class A ordinary shares underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be identical to the Warrants underlying the Firm Units except that the Placement Warrants shall be non-redeemable by the Company so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Sponsor Private Placement Warrant Purchase Agreement, the Maxim Private Placement Warrant Purchase Agreement and the Additional Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement Warrants are not and will not no party shall be subject entitled to a placement fee or expense allowance from the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Warrants and the Additional Placement Warrants have been duly and validly taken. When issued, the Placement Warrants and the Additional Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Class A ordinary Shares underlying the Placement Warrants and the Additional Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and the Additional Placement Warrants, when issued in accordance with the terms of the Placement Warrants and the Additional Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersSecurities.