Common use of Treatment of SPAC Warrants Clause in Contracts

Treatment of SPAC Warrants. Each Public Warrant and Private Placement Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase Class A Company Ordinary Shares (“Company Warrants”), and the Company shall assume each such Public Warrant or Private Placement Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by the Company shall thereupon be converted into rights with respect to the Company Warrants. Accordingly, from and after the Effective Time: (A) each Company Warrant assumed by the Company may be exercised solely for Class A Company Ordinary Shares; (B) the number of Class A Company Ordinary Shares subject to each Company Warrant assumed by the Company shall be the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to the Effective Time; (C) the exercise price for the Class A Company Ordinary Shares issuable upon exercise of each Company Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; and (D) any restriction on the exercise of any Public Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, such Public Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Shares subsequent to the Effective Time.

Treatment of SPAC Warrants. (i) Each Public Warrant and Private Placement Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase Class A Company Ordinary Common Shares (but not the right to receive or purchase any Price Adjustment Rights) (“Company Warrants”), and the Company shall assume each such Public Warrant or Private Placement Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by the Company shall thereupon be converted into rights with respect to the Company Warrants. Accordingly, from and after the Effective Time: (A) each Company Warrant assumed by the Company may be exercised solely for Class A Company Ordinary Common Shares; (B) the number of Class A Company Ordinary Common Shares subject to each Company Warrant assumed by the Company shall be the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to the Effective Time; (C) the exercise price for the Class A Company Ordinary Common Shares issuable upon exercise of each Company Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; and (D) any restriction on the exercise of any Public Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, such Public Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(d3.2(d)(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Common Shares subsequent to the Effective Time.

Treatment of SPAC Warrants. Each Public Warrant At the Merger Effective Time, by virtue of the Merger and Private Placement without any action on the part of SPAC, TopCo, Merger Sub, the Company or the holders of SPAC Warrants, each SPAC Warrant that is outstanding and unexercised immediately prior to the Merger Effective Time Time, shall be converted into and become a warrant to purchase Class A Company Ordinary TopCo Common Shares (“Company Warrants”), and the Company shall assume each determined as if TopCo assumed such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All As a result thereof, all rights with respect to shares of SPAC Shares under Public Common Stock underlying the SPAC Warrants and Private Placement Warrants assumed by the Company that will be converted into warrants of TopCo shall thereupon be converted into rights with respect to the Company WarrantsTopCo Common Shares. Accordingly, from and after the Merger Effective Time: (Ai) each Company SPAC Warrant assumed by converted into a warrant of TopCo as a result of the Company Merger may be exercised solely for Class A Company Ordinary TopCo Common Shares; (Bii) the number of Class A Company Ordinary TopCo Common Shares subject to each Company such SPAC Warrant assumed by the Company shall be the same number of shares of SPAC Shares Common Stock that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the Merger Effective Time; (Ciii) the per share exercise price for the Class A Company Ordinary TopCo Common Shares issuable upon exercise of each Company such SPAC Warrant shall be the same as the applicable per share exercise price of shares of SPAC Common Stock subject to such SPAC Warrant, as in effect immediately prior to the Merger Effective Time; Time and (Div) any restriction on the exercise of any Public such SPAC Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public SPAC Warrant or Private Placement Warrant assumed by the Company converted into a warrant of TopCo in accordance with this Section 3.2(d2.3(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock share split, division or subdivision of shares, stock dividendshare dividend or distribution (including any dividend or distribution of securities convertible into TopCo Common Shares), reorganization, combination, exchange of shares, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to Class A Company Ordinary TopCo Common Shares subsequent to the Merger Effective Time.

Treatment of SPAC Warrants. Each Public Warrant At the Effective Time and Private Placement following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each SPAC Warrant that is issued and outstanding and unexercised immediately prior to the Effective Time Time, shall be converted convert into and become (a) with respect each to SPAC Warrant held by any SPAC Initial Shareholder, 1.0 warrant exercisable to receive one share of PubCo Common Stock; and (b) with respect to each other SPAC Warrant, a warrant number of warrants equal to purchase Class A Company Ordinary Shares (“Company Warrants”the SPAC Public Share Exchange Ratio, exercisable to receive one share of PubCo Common Stock per warrant, subject to rounding pursuant to Section 4.1(h), and the Company PubCo shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreementeach, an “Assumed Warrant”). All other rights with respect to SPAC Shares under Public Warrants and Private Placement the SPAC Warrants assumed by the Company PubCo shall thereupon be converted into rights with respect to the Company WarrantsPubCo Common Stock. Accordingly, from and after the Effective Time: (A) each Company SPAC Warrant assumed by the Company PubCo may be exercised solely for Class A Company Ordinary Sharesshares of PubCo Common Stock; (B) the number of Class A Company Ordinary Shares shares of PubCo Common Stock subject to each Company Warrant assumed by the Company shall be the same such number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to Warrants set forth in the Effective Timeprevious sentence assumed by PubCo is one share of PubCo Common Stock; (C) the per share exercise price for the Class A Company Ordinary Shares PubCo Common Stock issuable upon exercise of each Company Warrant such number of SPAC Warrants set forth in the previous sentence assumed by PubCo shall be the same as the applicable exercise price in effect immediately prior an amount equal to the Effective Timequotient of (i) $11.50, divided by (ii) the SPAC Public Share Exchange Ratio; and (D) any restriction on the exercise of any Public Warrant or Private Placement SPAC Warrant assumed by the Company PubCo shall continue in full force and effect and the term, exercisability, vesting schedule terms and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that . Exhibits and Schedules to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, such Public Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(dMerger Agreement EXHIBIT B Form Registration Rights Agreement (Attached) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Shares subsequent Exhibits and Schedules to the Effective Time.Merger Agreement EXHIBIT C Form Lock-Up Agreement (Attached) Exhibits and Schedules to the Merger Agreement EXHIBIT D Form Equity Incentive Plan (Attached) Exhibits and Schedules to the Merger Agreement

Treatment of SPAC Warrants. Each Public Warrant At the Effective Time and Private Placement following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each SPAC Warrant that is issued and outstanding and unexercised immediately prior to the Effective Time Time, shall be converted convert into and become (a) with respect to each SPAC Warrant held by any SPAC Initial Shareholder, 1.0 warrant exercisable to receive one share of PubCo Common Stock; and (b) with respect to each other SPAC Warrant, a warrant number of warrants equal to purchase Class A Company Ordinary Shares (“Company Warrants”the SPAC Public Share Exchange Ratio, exercisable to receive one share of PubCo Common Stock per warrant, subject to rounding pursuant to Section 4.1(h), and the Company PubCo shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreementeach, an “Assumed Warrant”). All other rights with respect to SPAC Shares under Public Warrants and Private Placement the SPAC Warrants assumed by the Company PubCo shall thereupon be converted into rights with respect to the Company WarrantsPubCo Common Stock. Accordingly, from and after the Effective Time: (A) each Company SPAC Warrant assumed by the Company PubCo may be exercised solely for Class A Company Ordinary Sharesshares of PubCo Common Stock; (B) the number of Class A Company Ordinary Shares shares of PubCo Common Stock subject to each Company Warrant assumed by the Company shall be the same such number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to Warrants set forth in the Effective Timeprevious sentence assumed by PubCo is one share of PubCo Common Stock; (C) the per share exercise price for the Class A Company Ordinary Shares PubCo Common Stock issuable upon exercise of each Company Warrant such number of SPAC Warrants set forth in the previous sentence assumed by PubCo shall be the same as the applicable exercise price in effect immediately prior an amount equal to the Effective Timequotient of (i) $11.50, divided by (ii) the SPAC Public Share Exchange Ratio; and (D) any restriction on the exercise of any Public Warrant or Private Placement SPAC Warrant assumed by the Company PubCo shall continue in full force and effect and the term, exercisability, vesting schedule terms and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that . Exhibits and Schedules to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, such Public Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(dMerger Agreement EXHIBIT B Form Registration Rights Agreement (Attached) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Shares subsequent Exhibits and Schedules to the Effective Time.Merger Agreement EXHIBIT C Form Lock-Up Agreement (Attached) Exhibits and Schedules to the Merger Agreement EXHIBIT D Form Equity Incentive Plan (Attached) Exhibits and Schedules to the Merger Agreement EXHIBIT E

Treatment of SPAC Warrants. Each Public Warrant and Private Placement At the First Effective Time, each SPAC Warrant that is outstanding and unexercised immediately prior to the First Effective Time Time, whether or not vested, shall be converted into and become a warrant to purchase Class A Company New PubCo Ordinary Shares (“Company Warrants”)Shares, and the Company New PubCo shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement SPAC Warrants assumed by the Company New PubCo shall thereupon be converted into rights with respect to the Company WarrantsNew PubCo Ordinary Shares. Accordingly, from and after the First Effective Time: (Ai) each Company SPAC Warrant assumed by the Company New PubCo may be exercised solely for Class A Company New PubCo Ordinary Shares; (Bii) the number of Class A Company New PubCo Ordinary Shares subject to each Company SPAC Warrant assumed by the Company New PubCo shall be determined by multiplying (A) the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the First Effective TimeTime by (B) the SPAC Exchange Ratio and rounding the resulting number down to the nearest whole number of New PubCo Ordinary Shares; (Ciii) the per share exercise price for the Class A Company New PubCo Ordinary Shares issuable upon exercise of each Company SPAC Warrant assumed by New PubCo shall be determined by dividing (A) the same as the applicable per share exercise price of SPAC Shares subject to such SPAC Warrant, as in effect immediately prior to the First Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (Div) any restriction on the exercise of any Public Warrant or Private Placement SPAC Warrant assumed by the Company New PubCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public Warrant or Private Placement SPAC Warrant assumed by the Company New PubCo in accordance with this Section 3.2(d) 3.1 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock share split, division or subdivision of shares, stock dividendshare dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to Class A Company New PubCo Ordinary Shares subsequent to the First Effective Time. The Parties shall take all lawful action to effect the aforesaid provisions of this Section 3.1(e), including causing the SPAC Warrant Agreement to be amended or amended and restated to the extent necessary to give effect to this Section 3.1(e), including adding New PubCo as a party thereto.

Treatment of SPAC Warrants. Each Public Warrant and Private Placement After giving effect to the SPAC Sponsor Recapitalization, at the First Effective Time, each SPAC Warrant that is outstanding and unexercised immediately prior to the First Effective Time Time, whether or not vested, shall be converted into and become a warrant to purchase New PubCo Class A Company Ordinary Shares (“Company Warrants”)Shares, and the Company New PubCo shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement SPAC Warrants assumed by the Company New PubCo shall thereupon be converted into rights with respect to the Company WarrantsNew PubCo Class A Ordinary Shares. Accordingly, from and after the First Effective Time: (Ai) each Company SPAC Warrant assumed by the Company New PubCo may be exercised solely for shares of New PubCo Class A Company Ordinary Shares; (Bii) the number of shares of New PubCo Class A Company Ordinary Shares subject to each Company SPAC Warrant assumed by the Company New PubCo shall be determined by multiplying (A) the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the First Effective TimeTime by (B) the SPAC Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New PubCo Class A Ordinary Shares; (Ciii) the per share exercise price for the New PubCo Class A Company Ordinary Shares issuable upon exercise of each Company SPAC Warrant assumed by New PubCo shall be determined by dividing (A) the same as the applicable per share exercise price of SPAC Shares subject to such SPAC Warrant, as in effect immediately prior to the First Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (Div) any restriction on the exercise of any Public Warrant or Private Placement SPAC Warrant assumed by the Company New PubCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public Warrant or Private Placement SPAC Warrant assumed by the Company New PubCo in accordance with this Section 3.2(d) 3.1 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock share split, division or subdivision of shares, stock dividendshare dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Class A Ordinary Shares), reorganization, combination, exchange of shares, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to New PubCo Class A Company Ordinary Shares subsequent to the First Effective Time.

Treatment of SPAC Warrants. Each Public Warrant and Private Placement SPAC Warrant that is outstanding and unexercised immediately prior to the Merger Effective Time Time, whether or not vested, shall be converted into and become a warrant to purchase Class A Company New PubCo Ordinary Shares (“Company Warrants”), and the Company shall assume each determined as if New PubCo assumed such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to shares of SPAC Shares Class A Common Stock under Public SPAC Warrants and Private Placement Warrants assumed by the Company that will be converted into warrants of New PubCo shall thereupon be converted into rights with respect to the Company WarrantsNew PubCo Ordinary Shares. Accordingly, from and after the Merger Effective Time: (Ai) each Company SPAC Warrant assumed by converted into a warrant of New PubCo as a result of the Company Merger may be exercised solely for Class A Company New PubCo Ordinary Shares; (Bii) the number of Class A Company New PubCo Ordinary Shares subject to each Company such SPAC Warrant assumed by the Company shall be the same number of shares of SPAC Shares Class A Common Stock that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the Merger Effective Time; (Ciii) the per share exercise price for the Class A Company New PubCo Ordinary Shares issuable upon exercise of each Company such SPAC Warrant shall be the same as the applicable per share exercise price of shares of SPAC Class A Common Stock subject to such SPAC Warrant, as in effect immediately prior to the Merger Effective Time; and (Div) any restriction on the exercise of any Public such SPAC Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public SPAC Warrant or Private Placement Warrant assumed by the Company converted into a warrant of New PubCo in accordance with this Section 3.2(d) 3.2 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock share split, division or subdivision of shares, stock dividendshare dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to Class A Company New PubCo Ordinary Shares subsequent to the Merger Effective Time. The Parties shall take all lawful action to effect the aforesaid provisions of this Section 3.2(e), including causing the SPAC Warrant Agreement to be amended or amended and restated to the extent necessary to give effect to this Section 3.2(e), including adding New PubCo as a party thereto.

Treatment of SPAC Warrants. Each Public Warrant and Private Placement At the Effective Time, each SPAC Warrant that is outstanding and unexercised immediately prior to the Effective Time Time, whether or not vested, shall be converted into and become a warrant to purchase Class A Company Ordinary Shares (“Company Warrants”)Parent ADSs, and the Company Parent shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement SPAC Warrants assumed by the Company Parent shall thereupon be converted into rights with respect to the Company WarrantsParent ADSs. Accordingly, from and after the Effective Time: (Ai) each Company SPAC Warrant assumed by the Company Parent may be exercised solely for Class A Company Ordinary SharesParent ADSs; (Bii) the number of Class A Company Ordinary Shares Parent ADSs subject to each Company SPAC Warrant assumed by the Company Parent shall be determined by multiplying (A) the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the Effective TimeTime by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of Parent ADSs; (Ciii) the per share exercise price for the Class A Company Ordinary Shares Parent ADSs issuable upon exercise of each Company SPAC Warrant assumed by Parent shall be determined by dividing (A) the same as the applicable per share exercise price of SPAC Shares subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (Div) any restriction on the exercise of any Public Warrant or Private Placement SPAC Warrant assumed by the Company Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; providedprovided that, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public Warrant or Private Placement SPAC Warrant assumed by the Company Parent in accordance with this Section 3.2(d2.5(e) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Parent Common Shares and/or Parent ADSs subsequent to the Effective Time.

Treatment of SPAC Warrants. Each Public Warrant At the Merger Effective Time, by virtue of the Merger and Private Placement without any action on the part of SPAC, TopCo, Merger Sub, the Company or the holders of SPAC Warrants, each SPAC Warrant that is outstanding and unexercised immediately prior to the Merger Effective Time Time, shall be converted into and become a warrant to purchase Class A Company Ordinary TopCo Common Shares (“Company Warrants”), and the Company shall assume each determined as if TopCo assumed such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this AgreementAgreement (each, as converted, a “TopCo Warrant”). All As a result thereof, all rights with respect to shares of SPAC Shares under Public Common Stock underlying the SPAC Warrants and Private Placement that will be converted into TopCo Warrants assumed by the Company shall thereupon be converted into rights with respect to the Company WarrantsTopCo Common Shares. Accordingly, from and after the Merger Effective Time: (Ai) each Company SPAC Warrant assumed by converted into a TopCo Warrant as a result of the Company Merger may be exercised solely for Class A Company Ordinary TopCo Common Shares; (Bii) the number of Class A Company Ordinary TopCo Common Shares subject to each Company such TopCo Warrant assumed by the Company shall be the same number of shares of SPAC Shares Common Stock that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the Merger Effective Time; (Ciii) the per share exercise price for the Class A Company Ordinary TopCo Common Shares issuable upon exercise of each Company such TopCo Warrant shall be the same as the applicable per share exercise price of shares of SPAC Common Stock subject to such SPAC Warrant, as in effect immediately prior to the Merger Effective Time; Time and (Div) any restriction on the exercise of any Public such SPAC Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public SPAC Warrant or Private Placement converted into a TopCo Warrant assumed by the Company in accordance with this Section 3.2(d2.2(e) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock share split, division or subdivision of shares, stock dividendshare dividend or distribution (including any dividend or distribution of securities convertible into TopCo Common Shares), reorganization, combination, exchange of shares, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to Class A Company Ordinary TopCo Common Shares subsequent to the Merger Effective Time.

Treatment of SPAC Warrants. (i) Each Public Warrant and Private Placement Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase Class A Company Ordinary NewCo Common Shares (“Company NewCo Warrants”), and the Company NewCo shall assume each such Public Warrant or and Private Placement Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by the Company NewCo shall thereupon be converted into rights with respect to the Company NewCo Common Shares underlying the NewCo Warrants. Accordingly, from and after the Effective Time: (A) each Company NewCo Warrant assumed by the Company NewCo may be exercised solely for Class A Company Ordinary NewCo Common Shares; (B) the number of Class A Company Ordinary NewCo Common Shares subject to each Company NewCo Warrant assumed by the Company NewCo shall be the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to the Effective Time; (C) the exercise price for the Class A Company Ordinary NewCo Common Shares issuable upon exercise of each Company NewCo Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; and (D) any restriction on the exercise of any Public Warrant or Private Placement Warrant assumed by the Company NewCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by the Company NewCo in accordance with this Section 3.2(d3.2(d)(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary NewCo Common Shares subsequent to the Effective Time.

Treatment of SPAC Warrants. Each Public Unless otherwise exercised into SPAC Class A Shares prior to the SPAC Merger Effective Time (including by way of exercise on a net-issuance (‘cashless’) basis), each SPAC Warrant issued and Private Placement Warrant that is outstanding and unexercised immediately prior to the SPAC Merger Effective Time (and following the separation of SPAC Units into component SPAC Class A Shares and SPAC Warrants as described in ‎Section 2.07(b) above), will, by virtue of the SPAC Merger and upon the terms and subject to the conditions set forth in this Agreement, be assumed by TopCo, and each such SPAC Warrant shall be converted into and become a warrant to purchase Class A Company Ordinary TopCo Shares (each, a “Company WarrantsTopCo Converted Warrant”), . Each TopCo Converted Warrant shall continue to have and the Company shall assume each such Public Warrant or Private Placement Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by the Company shall thereupon be converted into rights with respect subject to the Company Warrants. Accordinglysame terms and conditions as were applicable to such SPAC Warrant immediately before the SPAC Merger Effective Time (including expiration date and exercise provisions), from and after except that: (i) each TopCo Converted Warrant shall be exercisable for that number TopCo Shares equal to the Effective Time: product (rounded down to the nearest whole number) of (A) each Company the number of SPAC Shares subject to the SPAC Warrant assumed immediately before the SPAC Merger Effective Time multiplied by the Company may be exercised solely for Class A Company Ordinary Shares; (B) the number SPAC Equity Exchange Ratio, and (ii) the per share exercise price for each TopCo Share issuable upon exercise of Class A Company Ordinary Shares subject to each Company the TopCo Converted Warrant assumed by the Company shall be the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior equal to the Effective Time; quotient obtained by dividing (CA) the exercise price per SPAC Share of such SPAC Warrant immediately before the SPAC Merger Effective Time by (B) the SPAC Equity Exchange Ratio. Unless otherwise exercised at such time, prior to the Closing, TopCo will reserve for issuance the Class A Company Ordinary number of TopCo Shares that will be issuable upon exercise of each Company the TopCo Converted Warrants and, if and when a TopCo Converted Warrant is exercised, TopCo shall issue or cause to be issued the same as the applicable exercise price in effect immediately prior to the Effective Time; and (D) any restriction on the exercise appropriate number of any Public Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, such Public Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Shares subsequent to the Effective TimeTopCo Shares.

Treatment of SPAC Warrants. Each Public Warrant and each Private Placement Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be converted into and become a warrant to purchase Class A Company Ordinary Shares (but not the right to receive or purchase any Price Adjustment Rights) (“Company Warrants”), and the Company shall assume each such Public Warrant or and each Private Placement Warrant in accordance with its applicable terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by the Company shall thereupon be converted into rights with respect to the Company Warrants. Accordingly, from and after the Effective Time: (A) each Company Warrant assumed by the Company may be exercised solely for Class A Company Ordinary Shares; Shares; (B) the number of Class A Company Ordinary Shares subject to each Company Warrant assumed by the Company shall be the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant Warrant, as applicable, immediately prior to the Effective Time; Time; (C) the exercise price for the Class A Company Ordinary Shares issuable upon exercise of each Company Warrant shall be the same as the applicable exercise price in effect immediately prior to the Effective Time; Time; and (D) any restriction on the exercise of any Public Warrant or Private Placement Warrant Warrant, as applicable, assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant Warrant, as applicable, shall otherwise remain unchanged; unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Shares subsequent to the Effective Time.

Treatment of SPAC Warrants. Each Public Warrant and Private Placement At the First Effective Time, each SPAC Warrant that is outstanding and unexercised immediately prior to the First Effective Time Time, whether or not vested, shall be converted into and become a warrant to purchase Class A Company New PubCo Ordinary Shares (“Company Warrants”)Shares, and the Company New PubCo shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement SPAC Warrants assumed by the Company New PubCo shall thereupon be converted into rights with respect to the Company WarrantsNew PubCo Ordinary Shares. Accordingly, from and after the First Effective Time: (Ai) each Company SPAC Warrant assumed by the Company New PubCo may be exercised solely for Class A Company shares of New PubCo Ordinary Shares; (Bii) the number of Class A Company shares of New PubCo Ordinary Shares subject to each Company SPAC Warrant assumed by the Company New PubCo shall be determined by multiplying (A) the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the First Effective TimeTime by (B) the SPAC Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New PubCo Ordinary Shares; (Ciii) the per share exercise price for the Class A Company New PubCo Ordinary Shares issuable upon exercise of each Company SPAC Warrant assumed by New PubCo shall be determined by dividing (A) the same as the applicable per share exercise price of SPAC Shares subject to such SPAC Warrant, as in effect immediately prior to the First Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (Div) any restriction on the exercise of any Public Warrant or Private Placement SPAC Warrant assumed by the Company New PubCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public Warrant or Private Placement SPAC Warrant assumed by the Company New PubCo in accordance with this Section 3.2(d) 3.1 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividenddividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to Class A Company New PubCo Ordinary Shares subsequent to the First Effective Time.

Treatment of SPAC Warrants. Each Public Warrant and Private Placement SPAC Warrant that is outstanding and unexercised immediately prior to the Merger Effective Time (assuming consummation of the Unit Separation), shall be converted into and become a warrant to purchase Class A Company New PubCo Ordinary Shares (“Company Warrants”)Shares, and the Company New PubCo shall assume each such Public Warrant or Private Placement SPAC Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement SPAC Warrants assumed by the Company New PubCo shall thereupon be converted into rights with respect to the Company WarrantsNew PubCo Ordinary Shares (a “Converted Warrant”). Accordingly, from and after the Merger Effective Time: (Ai) each Company Converted Warrant assumed by the Company may be exercised solely for Class A Company New PubCo Ordinary Shares; (Bii) the number of Class A Company New PubCo Ordinary Shares subject to each Company Converted Warrant assumed by the Company shall be equal to the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant SPAC Warrant, as in effect immediately prior to the Merger Effective Time; (Ciii) the per share exercise price for the Class A Company New PubCo Ordinary Shares issuable upon exercise of each Company Converted Warrant shall be equal to the same as the applicable per share exercise price of SPAC Shares subject to such SPAC Warrant, as in effect immediately prior to the Merger Effective Time; and (Div) any restriction on the exercise of any Public Converted Warrant or Private Placement Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement SPAC Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement SPAC Warrant, such Public Converted Warrant or Private Placement Warrant assumed by the Company in accordance with this Section 3.2(d) 3.1 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock share split, division or subdivision of shares, stock dividendshare dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction like change with respect to Class A Company New PubCo Ordinary Shares subsequent to the Merger Effective Time. The Parties shall take all lawful actions to effect the aforesaid provisions of this Section 3.1(e), including causing the SPAC Warrant Agreement to be amended or amended and restated to the extent necessary to give effect to this Section 3.1(e), including adding New PubCo as a party thereto.

Treatment of SPAC Warrants. Each (i) At the SPAC Effective Time, each Public Warrant and Private Placement Warrant that is outstanding and unexercised immediately prior to the SPAC Effective Time Time, whether or not vested, shall be converted into and become a warrant to purchase Class A Company Ordinary Shares (“Company Warrants”)New Starship Common Stock, and the Company New Starship shall assume each such Public Warrant or Private Placement Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to SPAC Shares under Public Warrants and Private Placement Warrants assumed by the Company New Starship shall thereupon be converted into rights with respect to the Company WarrantsNew Starship Common Stock. Accordingly, from and after the SPAC Effective Time: (Ai) each Company Public Warrant assumed by the Company New Starship may be exercised solely for Class A Company Ordinary Sharesshares of New Starship Common Stock; (Bii) the number of Class A Company Ordinary Shares shares of New Starship Common Stock subject to each Company Public Warrant assumed by the Company New Starship shall be determined by multiplying (A) the same number of SPAC Shares that were subject to such Public Warrant or Private Placement Warrant immediately prior to the Effective Time; (C) the exercise price for the Class A Company Ordinary Shares issuable upon exercise of each Company Warrant shall be the same Warrant, as the applicable exercise price in effect immediately prior to the SPAC Effective Time by (B) the SPAC Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New Starship Common Stock; (iii) the per share exercise price for the New Starship Common Stock issuable upon exercise of each Public Warrant assumed by New Starship shall be determined by dividing (A) the per share exercise price of SPAC Shares subject to such Public Warrant, as in effect immediately prior to the SPAC Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (Div) any restriction on the exercise of any Public Warrant or Private Placement Warrant assumed by the Company New Starship shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Public Warrant or Private Placement Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Public Warrant or a Private Placement Warrant, such Public Warrant or Private Placement Warrant assumed by the Company New Starship in accordance with this Section 3.2(d) ‎3.2 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Class A Company Ordinary Shares New Starship Common Stock subsequent to the SPAC Effective Time.