Common use of Treatment of SPAC Warrants Clause in Contracts

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 NewCo Common Shares (“NewCo Warrants”), and NewCo shall assume each such Public Warrant 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 NewCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Warrant assumed by NewCo may be exercised solely for NewCo Common Shares; (B) the number of NewCo Common Shares subject to each NewCo Warrant assumed by 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 NewCo Common Shares issuable upon exercise of each 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 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 Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(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 NewCo Common Shares subsequent to the Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

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 NewCo Common Class A Company Ordinary Shares (“NewCo Company Warrants”), and NewCo the Company shall assume each such Public Warrant and 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 NewCo the Company shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Company Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Company Warrant assumed by NewCo the Company may be exercised solely for NewCo Common Class A Company Ordinary Shares; (B) the number of NewCo Common Class A Company Ordinary Shares subject to each NewCo Company Warrant assumed by NewCo 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 NewCo Common Class A Company Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo the Company in accordance with this Section 3.2(d)(i3.2(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 NewCo Common Class A Company Ordinary Shares subsequent to the Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

Treatment of SPAC Warrants. (i) 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 NewCo TopCo Common Shares (“NewCo Warrants”), and NewCo shall assume each determined as if TopCo assumed such Public Warrant and 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 NewCo that will be converted into warrants of TopCo shall thereupon be converted into rights with respect to the NewCo TopCo Common Shares underlying the NewCo WarrantsShares. Accordingly, from and after the Merger Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo converted into a warrant of TopCo as a result of the Merger may be exercised solely for NewCo TopCo Common Shares; (Bii) the number of NewCo TopCo Common Shares subject to each NewCo such SPAC Warrant assumed by NewCo 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 NewCo TopCo Common Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public SPAC Warrant or Private Placement Warrant assumed by NewCo converted into a warrant of TopCo in accordance with this Section 3.2(d)(i2.3(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 NewCo TopCo Common Shares subsequent to the Merger Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

Treatment of SPAC Warrants. (i) 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 NewCo the SPAC Public Share Exchange Ratio, exercisable to receive one share of PubCo Common Shares (“NewCo Warrants”Stock per warrant, subject to rounding pursuant to Section 4.1(h), and NewCo PubCo shall assume each such Public Warrant and 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 NewCo PubCo shall thereupon be converted into rights with respect to the NewCo PubCo Common Shares underlying the NewCo WarrantsStock. Accordingly, from and after the Effective Time: (A) each NewCo SPAC Warrant assumed by NewCo PubCo may be exercised solely for NewCo shares of PubCo Common SharesStock; (B) the number of NewCo shares of PubCo Common Shares Stock subject to each NewCo Warrant assumed by NewCo 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 NewCo PubCo Common Shares Stock issuable upon exercise of each NewCo 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 NewCo 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 to the extent provided under the terms of a Public Warrant or Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(d)(i. (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 NewCo Common Shares subsequent to the Effective Time. (iiAttached) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”(Attached)

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 NewCo Company Common Shares (but not the right to receive or purchase any Price Adjustment Rights) (“NewCo Company Warrants”), and NewCo the Company shall assume each such Public Warrant 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 NewCo the Company shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Company Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Company Warrant assumed by NewCo the Company may be exercised solely for NewCo Company Common Shares; (B) the number of NewCo Company Common Shares subject to each NewCo Company Warrant assumed by NewCo 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 NewCo Company Common Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo the Company in accordance with this Section 3.2(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 NewCo Company Common Shares subsequent to the Effective Time. (ii) As Notwithstanding anything in this Agreement, in accordance with the Sponsor Agreement, effective upon the Closing, any and all Private Placement Warrants held by the SPAC Sponsors and outstanding as of the date hereof will be cancelled and forfeited, and shall cease to exist, effective upon the Closing, and no consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrantsbe delivered in exchange therefor.”

Treatment of SPAC Warrants. Unless otherwise exercised into SPAC Class A Shares prior to the SPAC Merger Effective Time (iincluding by way of exercise on a net-issuance (‘cashless’) Each Public 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 NewCo Common TopCo Shares (each, a “NewCo WarrantsTopCo Converted Warrant”), . Each TopCo Converted Warrant shall continue to have and NewCo shall assume each such Public Warrant 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 NewCo shall thereupon be converted into rights with respect subject to the NewCo Common same terms and conditions as were applicable to such SPAC Warrant immediately before the SPAC Merger Effective Time (including expiration date and exercise provisions), except that: (i) each TopCo Converted Warrant shall be exercisable for that number TopCo Shares underlying equal to the NewCo Warrants. Accordingly, from and after product (rounded down to the Effective Time: nearest whole number) of (A) each NewCo the number of SPAC Shares subject to the SPAC Warrant assumed immediately before the SPAC Merger Effective Time multiplied by NewCo may be exercised solely for NewCo Common Shares; (B) the number SPAC Equity Exchange Ratio, and (ii) the per share exercise price for each TopCo Share issuable upon exercise of NewCo Common Shares subject to each NewCo the TopCo Converted Warrant assumed by NewCo 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 NewCo Common number of TopCo Shares that will be issuable upon exercise of each NewCo the TopCo Converted Warrants and, if and when a TopCo Converted 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 NewCo shall continue in full force and effect and the termis exercised, 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 Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(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 NewCo Common Shares subsequent to the Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC TopCo shall issue such or cause to be issued the appropriate number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo WarrantsTopCo Shares.”

Treatment of SPAC Warrants. (i) 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 NewCo Common Shares (“NewCo Warrants”)New PubCo Ordinary Shares, and NewCo New PubCo shall assume each such Public Warrant and 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 NewCo New PubCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo WarrantsNew PubCo Ordinary Shares. Accordingly, from and after the First Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo New PubCo may be exercised solely for NewCo Common shares of New PubCo Ordinary Shares; (Bii) the number of NewCo Common shares of New PubCo Ordinary Shares subject to each NewCo SPAC Warrant assumed by NewCo 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 NewCo Common New PubCo Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public Warrant or Private Placement SPAC Warrant assumed by NewCo New PubCo in accordance with this Section 3.2(d)(i) 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 NewCo Common New PubCo Ordinary Shares subsequent to the First Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

Treatment of SPAC Warrants. (i) 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 NewCo Common Shares (“NewCo Warrants”)New PubCo Ordinary Shares, and NewCo New PubCo shall assume each such Public Warrant and 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 NewCo New PubCo shall thereupon be converted into rights with respect to the NewCo Common New PubCo Ordinary Shares underlying the NewCo Warrants(a “Converted Warrant”). Accordingly, from and after the Merger Effective Time: (Ai) each NewCo Converted Warrant assumed by NewCo may be exercised solely for NewCo Common New PubCo Ordinary Shares; (Bii) the number of NewCo Common New PubCo Ordinary Shares subject to each NewCo Converted Warrant assumed by NewCo 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 NewCo Common New PubCo Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public Converted Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(d)(i) 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 NewCo Common New PubCo Ordinary Shares subsequent to the Merger Effective Time. (ii) As consideration for . The Parties shall take all lawful actions to effect the NewCo Warrants issued pursuant 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 3.2(d) hereof3.1(e), SPAC shall issue such number of ordinary shares of SPAC to NewCo including adding New PubCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrantsa party thereto.”

Treatment of SPAC Warrants. (i) 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 NewCo Common Company Ordinary Shares (but not the right to receive or purchase any Price Adjustment Rights) (“NewCo Company Warrants”), and NewCo the Company shall assume each such Public Warrant 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 NewCo the Company shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Company Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Company Warrant assumed by NewCo the Company may be exercised solely for NewCo Common Shares; Company Ordinary Shares; (B) the number of NewCo Common Company Ordinary Shares subject to each NewCo Company Warrant assumed by NewCo 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 NewCo Common Company Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo the Company in accordance with this Section 3.2(d)(i3.2(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 NewCo Common Company Ordinary Shares subsequent to the Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

Treatment of SPAC Warrants. (i) Each 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 NewCo New Starship Common Shares (“NewCo Warrants”)Stock, and NewCo New Starship shall assume each such Public Warrant 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 NewCo New Starship shall thereupon be converted into rights with respect to the NewCo New Starship Common Shares underlying the NewCo WarrantsStock. Accordingly, from and after the SPAC Effective Time: (Ai) each NewCo Public Warrant assumed by NewCo New Starship may be exercised solely for NewCo shares of New Starship Common SharesStock; (Bii) the number of NewCo shares of New Starship Common Shares Stock subject to each NewCo Public Warrant assumed by NewCo 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 NewCo Common Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo New Starship in accordance with this Section 3.2(d)(i) ‎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 NewCo New Starship Common Shares Stock subsequent to the SPAC Effective Time. (ii) As Notwithstanding anything in this Agreement, effective upon the Closing, any and all Private Placement Warrants held by the SPAC Sponsor and outstanding as of the date hereof will be cancelled and forfeited, and shall cease to exist, effective upon the Closing, and no consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrantsbe delivered in exchange therefor.”

Treatment of SPAC Warrants. (i) 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 NewCo Common Shares (“NewCo Warrants”)New PubCo Ordinary Shares, and NewCo New PubCo shall assume each such Public Warrant and 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 NewCo New PubCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo WarrantsNew PubCo Ordinary Shares. Accordingly, from and after the First Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo New PubCo may be exercised solely for NewCo Common New PubCo Ordinary Shares; (Bii) the number of NewCo Common New PubCo Ordinary Shares subject to each NewCo SPAC Warrant assumed by NewCo 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 NewCo Common New PubCo Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public Warrant or Private Placement SPAC Warrant assumed by NewCo New PubCo in accordance with this Section 3.2(d)(i) 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 NewCo Common New PubCo Ordinary Shares subsequent to the First Effective Time. (ii) As consideration for . The Parties shall take all lawful action to effect the NewCo Warrants issued pursuant 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 3.2(d) hereof3.1(e), SPAC shall issue such number of ordinary shares of SPAC to NewCo including adding New PubCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrantsa party thereto.”

Treatment of SPAC Warrants. (i) 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 NewCo Common Shares (“NewCo Warrants”)Parent ADSs, and NewCo Parent shall assume each such Public Warrant and 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 NewCo Parent shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo WarrantsParent ADSs. Accordingly, from and after the Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo Parent may be exercised solely for NewCo Common SharesParent ADSs; (Bii) the number of NewCo Common Shares Parent ADSs subject to each NewCo SPAC Warrant assumed by NewCo 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 NewCo Common Shares Parent ADSs issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public Warrant or Private Placement SPAC Warrant assumed by NewCo Parent in accordance with this Section 3.2(d)(i2.5(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 NewCo Parent Common Shares and/or Parent ADSs subsequent to the Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

Treatment of SPAC Warrants. (i) 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 NewCo TopCo Common Shares (“NewCo Warrants”), and NewCo shall assume each determined as if TopCo assumed such Public Warrant and 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 NewCo shall thereupon be converted into rights with respect to the NewCo TopCo Common Shares underlying the NewCo WarrantsShares. Accordingly, from and after the Merger Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo converted into a TopCo Warrant as a result of the Merger may be exercised solely for NewCo TopCo Common Shares; (Bii) the number of NewCo TopCo Common Shares subject to each NewCo such TopCo Warrant assumed by NewCo 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 NewCo TopCo Common Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public SPAC Warrant or Private Placement converted into a TopCo Warrant assumed by NewCo in accordance with this Section 3.2(d)(i2.2(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 NewCo TopCo Common Shares subsequent to the Merger Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

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 NewCo Common Shares (“NewCo Warrants”), and NewCo shall assume each such Public Warrant 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 NewCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo Warrants. Accordingly, from and after the Effective Time: (A) each NewCo Warrant assumed by NewCo may be exercised solely for NewCo Common Shares; (B) the number of NewCo Common Shares subject to each NewCo Warrant assumed by 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 NewCo Common Shares issuable upon exercise of each 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 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 Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(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 NewCo Common Shares subsequent to the Effective Time. (ii) Notwithstanding anything in this Agreement, in accordance with the Sponsor Support Agreement, effective upon the Closing, any and all Private Placement Warrants held by the Sponsors and outstanding as of the date hereof will be cancelled and forfeited, and shall cease to exist, effective upon the Closing, and no consideration shall be delivered in exchange therefor. (iii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”

Treatment of SPAC Warrants. (i) 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 NewCo the SPAC Public Share Exchange Ratio, exercisable to receive one share of PubCo Common Shares (“NewCo Warrants”Stock per warrant, subject to rounding pursuant to Section 4.1(h), and NewCo PubCo shall assume each such Public Warrant and 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 NewCo PubCo shall thereupon be converted into rights with respect to the NewCo PubCo Common Shares underlying the NewCo WarrantsStock. Accordingly, from and after the Effective Time: (A) each NewCo SPAC Warrant assumed by NewCo PubCo may be exercised solely for NewCo shares of PubCo Common SharesStock; (B) the number of NewCo shares of PubCo Common Shares Stock subject to each NewCo Warrant assumed by NewCo 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 NewCo PubCo Common Shares Stock issuable upon exercise of each NewCo 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 NewCo 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 to the extent provided under the terms of a Public Warrant or Private Placement Warrant, as applicable, such Public Warrant or Private Placement Warrant assumed by NewCo in accordance with this Section 3.2(d)(i. (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 NewCo Common Shares subsequent to the Effective Time. (iiAttached) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”(Attached)

Treatment of SPAC Warrants. (i) 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 NewCo Common New PubCo Ordinary Shares (“NewCo Warrants”), and NewCo shall assume each determined as if New PubCo assumed such Public Warrant and 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 NewCo that will be converted into warrants of New PubCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo WarrantsNew PubCo Ordinary Shares. Accordingly, from and after the Merger Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo converted into a warrant of New PubCo as a result of the Merger may be exercised solely for NewCo Common New PubCo Ordinary Shares; (Bii) the number of NewCo Common New PubCo Ordinary Shares subject to each NewCo such SPAC Warrant assumed by NewCo 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 NewCo Common New PubCo Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public SPAC Warrant or Private Placement Warrant assumed by NewCo converted into a warrant of New PubCo in accordance with this Section 3.2(d)(i) 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 NewCo Common New PubCo Ordinary Shares subsequent to the Merger Effective Time. (ii) As consideration for . The Parties shall take all lawful action to effect the NewCo Warrants issued pursuant 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(d) hereof3.2(e), SPAC shall issue such number of ordinary shares of SPAC to NewCo including adding New PubCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrantsa party thereto.”

Treatment of SPAC Warrants. (i) 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 NewCo Common Shares (“NewCo Warrants”)New PubCo Class A Ordinary Shares, and NewCo New PubCo shall assume each such Public Warrant and 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 NewCo New PubCo shall thereupon be converted into rights with respect to the NewCo Common Shares underlying the NewCo WarrantsNew PubCo Class A Ordinary Shares. Accordingly, from and after the First Effective Time: (Ai) each NewCo SPAC Warrant assumed by NewCo New PubCo may be exercised solely for NewCo Common shares of New PubCo Class A Ordinary Shares; (Bii) the number of NewCo Common shares of New PubCo Class A Ordinary Shares subject to each NewCo SPAC Warrant assumed by NewCo 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 NewCo Common New PubCo Class A Ordinary Shares issuable upon exercise of each NewCo 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 NewCo 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 Private Placement SPAC Warrant, as applicable, such Public Warrant or Private Placement SPAC Warrant assumed by NewCo New PubCo in accordance with this Section 3.2(d)(i) 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 NewCo Common New PubCo Class A Ordinary Shares subsequent to the First Effective Time. (ii) As consideration for the NewCo Warrants issued pursuant to this Section 3.2(d) hereof, SPAC shall issue such number of ordinary shares of SPAC to NewCo as SPAC reasonably determines has an aggregate fair market value equal to the aggregate fair market value of such NewCo Warrants.”