Common use of Treatment of Warrants Clause in Contracts

Treatment of Warrants. (a) Parent shall not assume any warrants to purchase Company Common Stock in connection with the Merger. Each holder of an unexercised and unexpired warrant (a “Warrantholder”) that represents the right to acquire shares of Company Common Stock under the several warrant agreements entered into by the Company and the warrant holders party thereto outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each a “Company Warrant”) shall be provided with notice pursuant to which all Company Warrants held by such Warrantholder shall become fully vested and may be exercised by such Warrantholder for a period of at least 15 days prior to the Effective Time in accordance with the terms and conditions of the applicable Company Warrant. To the extent that any outstanding Company Warrant is not so exercised immediately prior to the Effective Time, such Company Warrant shall be cancelled and terminated at the Effective Time in exchange for the right to receive, in a combination of cash and shares of Parent Common Stock as described below, (i) $1.35 minus the exercise price of such Company Warrant divided by (ii) $1.35 (the “Net Warrant Share Amount”), which shall be paid in (A) a cash amount equal to the product of the Net Warrant Share Amount multiplied by $0.27 and (B) the number of whole and fractional shares of Parent Common Stock equal to the quotient of (1) the product of the Net Warrant Share Amount multiplied by $1.08, divided by (2) the Parent Stock Value. If the exercise price per share of any such Company Warrant is equal to or greater than $1.35, such Company Warrant shall be canceled without any payment or other consideration being made in respect thereof. (b) No later than the Effective Time, Parent shall provide, or shall cause to be provided, to the Surviving Corporation all funds necessary to fulfill the obligations under this Section 2.4. All payments required under this Section 2.4 shall be made by the Surviving Corporation as soon as practicable, but in no event later than five Business Days, following the Effective Time. (c) As soon as practicable following the date of this Agreement, but in any event prior to the Effective Time, the Company or the Company Board, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary in accordance with applicable Law and, as applicable, the Company Warrants (including obtaining necessary consents or amendments) to (i) effectuate the provisions of this Section 2.4 and (ii) terminate, upon the Effective Time, each Company Warrant, such that, at the Effective Time and upon the payments contemplated hereunder, no person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest or exit payment from or of the Company or the Surviving Corporation.

Treatment of Warrants. (a) Parent shall not assume any warrants to purchase Company Common Stock in connection with Promptly following the Merger. Each holder date of an unexercised and unexpired warrant (a “Warrantholder”) that represents the right to acquire shares of Company Common Stock under the several warrant agreements entered into by this Agreement, the Company and shall deliver notice of the warrant holders party thereto outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each a “Company Warrant”) shall be provided with notice pursuant to which all Company Warrants held transactions contemplated by such Warrantholder shall become fully vested and may be exercised by such Warrantholder for a period of at least 15 days prior to the Effective Time this Agreement in accordance with the terms and conditions of the applicable each outstanding Company Warrant. To the extent that any outstanding Company Warrant will not expire or be cancelled by its terms by virtue of the Merger, the Company shall use its commercially reasonable efforts to cause each Company Warrant (including pursuant to an amendment thereto), as of the Effective Time, by virtue of the Merger and without any action on the part of Parent or Merger Sub, to be cancelled and extinguished to the extent such Company Warrant is not so exercised prior to the Closing (each, a “Cancelled Warrant”), and as a result thereof, to cause each holder of a Cancelled Warrant to cease to have any rights with respect thereto, except the right to receive in respect thereof at the Closing, with respect to any Company Series B-1 Warrant, an amount equal to: (x) the product of (1) the number of shares of Company Preferred Stock that would be issued immediately prior to the Effective Time, such Time assuming the exercise of the applicable Company Warrant shall be cancelled and terminated at the Effective Time in exchange for the right to receivecash, in a combination of cash and shares of Parent Common Stock as described below, (i) $1.35 minus the exercise price of such Company Warrant divided by (ii) $1.35 (the “Net Warrant Share Amount”), which shall be paid in (A) a cash amount equal to the product of the Net Warrant Share Amount multiplied by $0.27 and (B) the number of whole and fractional shares of Parent Common Stock equal to the quotient of (1) the product of the Net Warrant Share Amount multiplied by $1.08, divided by (2) the Parent Stock Value. If Class B Per Share Amount, less (y) the aggregate cash exercise price per share of any Company Preferred Stock underlying such Company Warrant is equal that would otherwise be payable with respect to or greater than $1.35such Cancelled Warrant, less (z) the portion of such Company cash amount to be deposited in the Escrow Funds pursuant to Section 2.08(d) (such amount, the “Cancelled Warrant Consideration”). The Payment Agent shall be canceled without any payment or other consideration being made pay (and Purchaser shall cause the Payment Agent to pay) the applicable Cancelled Warrant Consideration, if any, to each holder of Cancelled Warrants in respect thereof. (b) No later than thereof at the Effective Time, Parent shall provide, or shall cause to be provided, to the Surviving Corporation all funds necessary to fulfill the obligations under Closing as set forth in this Section 2.4. All payments required under this Section 2.4 shall be made by 2.14 upon receipt of a warrant agreement for each such Cancelled Warrant, together with the Surviving Corporation as soon as practicableLetter of Transmittal, but in no event later than five Business Days, following the Effective Time. (c) As soon as practicable following the date of this Agreement, but in any event prior to the Effective Time, the Company or the Company Board, as applicable, shall adopt any resolutions duly completed and take any actions which are reasonably necessary validly executed in accordance with applicable Law and, as applicable, the Company Warrants (including obtaining necessary consents or amendments) to (i) effectuate the provisions of this Section 2.4 and (ii) terminate, upon the Effective Time, each Company Warrant, such that, at the Effective Time and upon the payments contemplated hereunder, no person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest or exit payment from or of the Company or the Surviving Corporationinstructions thereto.

Treatment of Warrants. (ai) Parent shall not assume any warrants At the Effective Time in accordance with that certain Warrant Agreement, dated November 23, 2020, by and between L&F Acquisition Corp., a Cayman Islands exempted company and predecessor to purchase Company Common the Company, and Continental Stock in connection with Transfer & Trust Company, a New York corporation, as warrant agent (the Merger. Each holder of an “Public/Private Warrant Agreement”), each Public/Private Warrant that is unexercised and unexpired warrant (a “Warrantholder”) that represents the right to acquire shares outstanding as of Company Common Stock under the several warrant agreements entered into by the Company and the warrant holders party thereto outstanding immediately prior to the Effective Time shall automatically, without any action on the part of the holder thereof, cease to represent a warrant to purchase shares of Company Common Stock and instead represent a right by the holder thereof upon any subsequent exercise, to receive only the Merger Consideration, if any, in respect of each share of Company Common Stock for which such Public/Private Warrant was exercisable immediately prior to the Closing; provided, that the exercise price for the holder of any Public/Private Warrant that exercises such Public/Private Warrant within thirty (whether or not then vested or exercisable30) (each days following the public disclosure of the Closing pursuant to a “Company Warrant”) current report on Form 8-K filed with the SEC shall be reduced as provided with notice pursuant to which all Company Warrants held by such Warrantholder shall become fully vested and may be exercised by such Warrantholder for a period in the last proviso of at least 15 days prior to the first sentence of Section 4.4 of the Warrant Agreement. (ii) At the Effective Time in accordance with that certain Warrant To Purchase Common Stock, dated April 21,2023, executed by the terms and conditions Company in favor of Stifel Bank (the applicable Company Warrant. To the extent that any outstanding Company “Stifel Warrant is not so exercised immediately prior to the Effective TimeAgreement”), such Company each Stifel Warrant shall automatically terminate and be cancelled and terminated at the Effective Time in exchange for the right to receive, in a combination of cash extinguished and shares of Parent Common Stock as described below, (i) $1.35 minus the exercise price of such Company Warrant divided by (ii) $1.35 (the “Net Warrant Share Amount”), which no consideration shall be paid in (A) a cash amount equal payable with respect to the product of the Net Warrant Share Amount multiplied by $0.27 and (B) the number of whole and fractional shares of Parent Common Stock equal to the quotient of (1) the product of the Net Warrant Share Amount multiplied by $1.08, divided by (2) the Parent Stock Value. If the exercise price per share of any such Company Warrant is equal to or greater than $1.35, such Company Warrant shall be canceled without any payment or other consideration being made in respect thereofStifel Warrant. (b) No later than the Effective Time, Parent shall provide, or shall cause to be provided, to the Surviving Corporation all funds necessary to fulfill the obligations under this Section 2.4. All payments required under this Section 2.4 shall be made by the Surviving Corporation as soon as practicable, but in no event later than five Business Days, following the Effective Time. (ciii) As soon as reasonably practicable following the date of this Agreement, but the Company shall provide, in accordance with the terms of each Public/Private Warrant and each Stifel Warrant, any event notices required to be provided to the holder of such Public/Private Warrant or such Stifel Warrant, the form of which shall be given to Parent and its counsel for a reasonable opportunity to review and comment before such notice is provided to the holder of such Public/Private Warrant or Stifel Warrant, and take all such other actions that may be required in accordance with the terms of such Public/Private Warrant and the Stifel Warrants in connection with the transaction contemplated by this Agreement prior to the Effective Time, the Company or the Company Board, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary in accordance with applicable Law and, as applicable, the Company Warrants (including obtaining necessary consents or amendments) to (i) effectuate the provisions of this Section 2.4 and (ii) terminate, upon the Effective Time, each Company Warrant, such that, at the Effective Time and upon the payments contemplated hereunder, no person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest or exit payment from or of the Company or the Surviving Corporation.