Common use of SPAC Warrants Clause in Contracts

SPAC Warrants. Each (i) SPAC Public Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Public Warrant and (ii) SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Private Warrant, and all SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the TopCo Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire TopCo Shares in lieu of shares of SPAC Common Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable Law. At or prior to the Merger Effective Time, TopCo shall take all corporate action necessary to maintain sufficient authority for future issuance, and shall maintain such authority for so long as any of the TopCo Warrants remain outstanding, a sufficient number of TopCo Shares for delivery upon the exercise of such TopCo Warrants.

SPAC Warrants. Each (i) Every issued and outstanding SPAC Public Warrant outstanding immediately prior to the Merger Effective Time shall be converted automatically converted into the right of the holder thereof to receive one TopCo (1) Pubco Public Warrant Warrant, and (ii) every issued and outstanding SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be converted automatically converted into the right of the holder thereof to receive one TopCo (1) Pubco Private Warrant. At the SPAC Merger Effective Time, and all the SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the TopCo Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire TopCo Shares in lieu of shares of SPAC Common Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable LawPubco Ordinary Shares. At or prior to the SPAC Merger Effective Time, TopCo Pubco shall take all corporate action actions necessary to maintain sufficient authority reserve for future issuance, issuance and shall maintain such authority reservation for so long as any of the TopCo Pubco Warrants remain outstanding, a sufficient number of TopCo Pubco Ordinary Shares for delivery upon the exercise of such TopCo Pubco Warrants.

SPAC Warrants. Each (i) At the SPAC Merger effective Time, each issued and outstanding SPAC Public Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo (1) Holdings Public Warrant and (ii) each issued and outstanding SPAC Private Warrant outstanding immediately prior to shall be converted into one (1) Holdings Private Warrant. At the SPAC Merger Effective Time shall be automatically converted into the right to receive one TopCo Private WarrantTime, and all SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the TopCo Holdings Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Holdings Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire TopCo Holdings Ordinary Shares in lieu of shares of SPAC Common Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable LawClass A Ordinary Shares. At or prior to the SPAC Merger Effective Time, TopCo Holdings shall take all corporate action necessary to maintain sufficient authority reserve for future issuance, and shall maintain such authority reservation for so long as any of the TopCo Holdings Warrants remain outstanding, a sufficient number of TopCo Holdings Ordinary Shares for delivery upon the exercise of such TopCo Holdings Warrants.

SPAC Warrants. Each outstanding (i) SPAC Public Warrant and SPAC Forward Purchase Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Pubco Public Warrant and (ii) each SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Pubco Private Warrant, and all SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the TopCo Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire TopCo Pubco Ordinary Shares in lieu of shares of SPAC Common Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable LawClass A Ordinary Shares. At or prior to the Merger Effective Time, TopCo Pubco shall take all corporate action necessary to maintain sufficient authority reserve for future issuance, and shall maintain such authority reservation for so long as any of the TopCo Pubco Warrants remain outstanding, a sufficient number of TopCo Pubco Ordinary Shares for delivery upon the exercise of such TopCo Pubco Warrants.

SPAC Warrants. Each (i) Pursuant to the terms of the Assignment and Assumption of Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder each whole SPAC Public Warrant that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically assumed by PubCo and will be converted into the right to receive one TopCo Public Warrant and (ii) SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Private PubCo Warrant, exercisable in accordance with the terms of the Assignment and all Assumption of Warrant Agreement. At the Effective Time, the SPAC Warrants shall thereupon cease to be outstanding exercisable into SPAC Shares and shall automatically be canceled and retired and shall cease to existexercisable only into PubCo Shares. Each of the TopCo Public PubCo Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire TopCo PubCo Shares in lieu of shares of SPAC Common Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable LawShares. At or prior to the Merger Effective Time, TopCo PubCo shall take all corporate action actions necessary to maintain sufficient authority reserve for future issuance, and shall maintain such authority reservation for so long as any of the TopCo PubCo Warrants remain outstanding, a sufficient number of TopCo PubCo Shares for delivery issuance upon the exercise of such TopCo PubCo Warrants.