Common use of Placement Warrants Clause in Contracts

Placement Warrants. 2.7.3.1 The Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) 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 Placement Warrants and the shares of Class A Common Stock into which such Placement Warrants are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Placement Warrant Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the 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 action required to be taken for the authorization, issuance and sale of the Placement Warrants has been duly and validly taken. The Placement Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Warrants. 2.7.3.1 The Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) 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 Placement Warrants and the shares of Class A Common Stock into which such Placement Warrants are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Placement Warrant Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the 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 action required to be taken for the authorization, issuance and sale of the Placement Warrants has been duly and validly taken. The Placement Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Warrants. 2.7.3.1 The 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 constitute valid will be purchased by VAH and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or 2,000,000 Placement Warrants will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited purchased by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) 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 broughtCII. The Placement Warrants and the shares of Class A Common Stock into which such Placement Warrants are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Placement Warrant Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; underlying the Placement Warrants are not and will not hereinafter referred to collectively as the “Placement Securities.” Each Placement Warrant shall be subject identical to the preemptive rights of any holders of any security 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 Company Placement Warrants or similar contractual rights granted by their permitted transferees (as described in the Company; Subscription Agreements and all corporate action required the Warrant Agreement (as defined in Section 2.22 hereof)). 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 has been duly and validly takenSecurities. The Pursuant to Rule 5110(g)(1) of FINRA’s (as defined below) Rules, the Placement Warrants conform 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 all material respects 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 descriptions thereof contained in Placement Warrants (and the shares that are issuable upon exercise of the Placement Warrants) purchased by CII, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Registration Statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the Statutory Prospectus, and effective date of the ProspectusRegistration Statement, as the case may belong as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Placement Warrants.

Placement Warrants. 2.7.3.1 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 are, or will be, such Placement Warrants and Additional Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (ai) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (bii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (ciii) 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 shares of Class A Common Stock into which such Additional Placement Warrants are exercisable into have been duly authorized and reserved for issuance upon the exercise of the Placement Warrants and the Additional Placement Warrants, when issued and paid for in accordance with the terms of the Placement Warrant Agreement 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; the 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 action required to be taken for the authorization, issuance and sale of the Placement Warrants has been duly and validly taken. The Placement Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Warrants. 2.7.3.1 The 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 constitute valid and binding obligations will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrants in a private placement (the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) 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“Private Placement”). The Placement Warrants and the shares of Class A Common Stock into which such Placement Warrants are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Placement Warrant Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; securities underlying the Placement Warrants are not and will not hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants 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 action 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 has been duly Securities. I-Bankers agrees not to transfer, assign or sell any of the Placement Securities or Additional Placement Securities (as defined in Section 1.4.2), if any, and validly taken. The agrees to waive its redemption and liquidation rights with respect to such the Placement Warrants conform in all material respects Securities or Additional Placement Securities, if any, pursuant to the descriptions thereof contained terms set forth in that certain Private Placement Warrant Agreement dated as of the date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities or Additional Placement Securities, if any, for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Registration StatementOffering, or (ii) an officer, partner, registered person, or affiliate of the Statutory ProspectusRepresentative or of any such underwriter or Selected Dealer, and in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the ProspectusPlacement Securities or Additional Placement Securities, if any, to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities or Additional Placement Securities, if any, except as the case may beprovided for in FINRA Rule 5110(3)(2).

Placement Warrants. 2.7.3.1 The 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 constitute valid and binding obligations will be purchased by I-Bankers) at a purchase price of $1.00 per Placement Warrants in a private placement (the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) 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“Private Placement”). The Placement Warrants and the shares of Class A Common Stock into which such Placement Warrants are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Placement Warrant Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; securities underlying the Placement Warrants are not and will not hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants 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 action 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 has been duly Securities. I-Bankers agrees not to transfer, assign or sell any of the Placement Securities or Additional Placement Securities (as defined in Section 1.4.2), if any, and validly taken. The agrees to waive its redemption and liquidation rights with respect to such the Placement Warrants conform in all material respects Securities or Additional Placement Securities, if any, pursuant to the descriptions thereof contained terms set forth in that certain Private Placement Warrant Agreement dated as of the date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities or Additional Placement Securities, if any, for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Registration StatementOffering, or (ii) an officer, partner, registered person, or affiliate of the Statutory ProspectusRepresentative or of any such underwriter or Selected Dealer, and in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the ProspectusPlacement Securities or Additional Placement Securities, if any, to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities or Additional Placement Securities, if any, except as the case may beprovided for in FINRA Rule 5110(3)(2).