FIG Acquisition Corp. Warrant Agreement
EXHIBIT 4.4
THIS
WARRANT AGREEMENT (the “Agreement”) is made as of [•], 2008, between FIG
Acquisition Corp., a Delaware corporation, with offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
(the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with
offices at 00 Xxxxxx Xxxx, Xxx Xxxx, XX 00000 (the “Warrant Agent”).
WHEREAS, in connection with the Company’s formation, the Company issued 7,187,500 units (the
“Initial Units”) of the Company, each of such units consisting of one share of common stock
of the Company, par value $0.0001 per share (“Common Stock”), and one warrant (each an
“Initial Warrant”), each of such Initial Warrants evidencing the right of the holder thereof
to purchase one share of Common Stock for $7.50, subject to adjustment as described herein;
WHEREAS, the Company is engaged in an initial public offering (“IPO”) of up to
25,000,000 units (the “Public Units” and together with the Initial Units, the
“Units”), each of such units consisting of one share of the Company’s common stock, par
value $0.0001 per share and one warrant (each a “Public
Warrant”), each of such Public
Warrants evidencing the right of the holder thereof to purchase one share of Common Stock for
$7.50, subject to adjustment as described herein;
WHEREAS, immediately prior to the completion of the IPO, the Company shall sell and issue
5,500,000 Warrants (the “Private Placement Warrants” and together with the Initial Warrants
and the Public Warrants, the “Warrants”), each of such Private Placement Warrants
evidencing the right of the holder thereof to purchase one share of Common Stock for $7.50, subject
to adjustment as described herein;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the
“Commission”) a Registration Statement on Form S-1, File No. 333-148275, as amended (the
“Registration Statement”) for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of, among other securities, the Initial Units, Public Warrants and
the Common Stock included in the Initial Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption, exercise and cancellation of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act
as agent for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.
2. Warrants.
(a) The Public Warrants shall be issued in registered form in substantially the form of
Exhibit A hereto and the Initial Warrants and the Private Placement Warrants shall be
issued in registered form in substantially the form of Exhibit B hereto, the provisions
of which exhibits are incorporated herein. Each Warrant shall be signed by, or bear the
facsimile signature of, (i) the Chairman of the Board of Directors, [Vice-Chairman,][or] the
Chief Executive Officer [or President]. In the event the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance. All of the Public Warrants shall
initially be represented by one or more book-entry certificates (each a “Book-Entry Warrant
Certificate”).
(b) Effect of Countersignature. Unless and until countersigned by the Warrant
Agent in accordance with this Agreement, a Warrant shall be invalid and of no effect and may not
be exercised by the holder thereof.
(c) Detachability of Warrants.
(i) Public Units. The securities comprising the Public Units will not be
separately transferable until five trading days after the earlier to occur of (a) the
termination of the underwriters’ over-allotment option in the IPO (the
“Underwriters”) or (b) the exercise in full by the Underwriters of such option
(the “Detachment Date”). Further, in no event will separate trading of the
securities comprising the Public Units commence until the Company files a Current Report
on Form 8-K with the Commission containing an audited balance sheet reflecting the
Company’s receipt of the gross proceeds of the IPO including the proceeds received by
the Company from the exercise of the Underwriters’ over-allotment option and issues a
press release announcing when such separate trading of such securities will begin.
(ii) Initial Units. The securities comprising the Initial Units will be separately
transferable at any time, subject to the transfer restrictions described in Section 5.
(d) Registration.
(i) Warrant Register. The Warrant Agent shall maintain books (“Warrant
Register”) for registration of original issuance and the registration of transfer of
the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company. All of the Public Warrants shall initially be represented by one
or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the
“Depository”) and registered in the name of Cede & Co., a nominee of the
Depository. Ownership of beneficial interests in the Public Warrants shall be shown on,
and the transfer of such ownership shall be effected through, records maintained by
(i) the Depository or its nominee for each Book-Entry Warrant Certificate, or
(ii) institutions that have accounts with the Depository (such institution, with respect
to a Warrant in its account, a “Participant”).
If the Depository subsequently ceases to make its book-entry settlement system available
for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are
not eligible
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for, or it is no longer necessary to have the Public Warrants available in, book-entry
form, the Warrant Agent shall provide written instructions to the Depository to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the
Company shall instruct the Warrant Agent to deliver to the Depository definitive
certificates in physical form evidencing such Warrants (“Definitive Warrant
Certificates”). Such Definitive Warrant Certificates shall be in the form annexed
hereto as Exhibit A with appropriate insertions, modifications and omissions, as
provided above.
(ii) Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean,
on or after the Detachment Date, any person in whose name ownership of a beneficial
interest in the Public Warrants evidenced by a Book-Entry Warrant Certificate is
recorded in the records maintained by the Depository or its nominee, and prior to the
Detachment Date, the person in whose name the Public Unit of which such Public Warrant
or part thereof was originally part of, as registered upon the register relating to such
Public Units. Prior to due presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (a “Registered Holder”) as the
absolute owner of such Warrant (notwithstanding any notation of ownership or other
writing on the warrant certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.
(e) Private Placement Warrants. The Private Placement Warrants shall have the same
terms as the Public Warrants, except that (i) the Private Placement Warrants are non-redeemable
so long as they are held by the original purchasers or their permitted transferees, (ii) the
Private Placement Warrants will be exercisable at the option of the holder on a cashless basis
so long as they are held by the original purchasers or their permitted transferees, and (iii)
the original purchasers have agreed that the Private Placement Warrants will not be sold or
transferred by them (except to their permitted transferees) until after the consummation of a
Business Combination (as defined in Section 3(b) hereof).
For purposes of this Agreement, “permitted transferees” shall mean (a) immediate family
members of the holder and trusts established by the holder for estate planning purposes and
transferees by will or the laws of descent; (b) KBW, Inc. and current and former officers,
directors, members and employees of KBW, Inc.; (c) affiliates of the holder; (d) charitable
organizations; (e) the executive officers and directors of the Company; and (f) transferees
pursuant to a qualified domestic relations order, in each case where the transferee agrees to
become party to the Stock Escrow Agreement, dated as of the date hereof, among the Company,
American Stock Transfer & Trust Company and the Existing Holders listed therein and agrees to be
bound by the Existing Holder’s letter agreement with the Underwriters and the Company (the
“Insider Letter”), respecting the rights and obligations of such Existing Holder.
(f) Initial Warrants. The Initial Warrants shall have the same terms as the Public
Warrants, except that (i) the Initial warrants will become exercisable upon the later of (x)
[•], 2009, the date that is one year after the date of the final prospectus of the Company,
dated [•], 2008 and (y) the consummation of the initial Business Combination (as defined in
Section 3(b)(i) hereof), in each case, if (A) the closing price of the Common Stock equals or
exceeds $14.25 per share for any 20 trading days within a 30-trading day period beginning 90
days after the consummation of the initial Business Combination and (B) there is an effective
registration statement covering the shares of Common Stock issuable upon exercise of the Public
Warrants and a current prospectus relating to the shares of common stock issuable upon exercise
of such Public Warrants, (ii) the Initial Warrants are non-redeemable so long as they are held
by the original purchaser or its permitted transferees, (iii) the
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Initial Warrants will be exercisable at the option of the holder on a cashless basis so
long as they are held by the original purchaser or its permitted transferees, and (iv) the
original purchaser has agreed that the Initial Warrants will not be
sold or transferred by it (including the shares of Common Stock to be
issued upon exercise of the Initial Warrants),
except to its permitted transferees, until 180 days following the consummation of the initial
Business Combination, unless the closing price of Common Stock equals or exceeds $14.25 per
share for any 20 trading days within any 30-trading day period subsequent to the consummation of
the initial Business Combination.
3. Terms and Exercise of Warrants.
(a) Exercise Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of (i) such Public Warrant,
Private Placement Warrant or Initial Warrant, as the case may be, and (ii) this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at
the price of $7.50 per whole share, subject to the adjustments provided in Section 4 hereof and
in the last sentence of this Section 3(a). The term “Exercise Price” as used in this
Warrant Agreement refers to the price per whole share at which Common Stock may be purchased at
the time a Warrant is exercised. The Company in its sole discretion may lower the Exercise Price
at any time prior to the Expiration Date; provided, however, that any change in
the Exercise Price must apply equally to all of the Warrants and that any reduction in Exercise
Price must remain in effect for at least twenty business days.
(b) Duration of Warrants.
(i) Public Warrants. Public Warrants may be exercised only during the period
(“Exercise Period”) commencing on the later of (a) the consummation of an
acquisition by the Company of one or more businesses, or a portion of such business or
businesses, through a merger, capital stock exchange, stock purchase, asset acquisition
or other similar business combination, whose fair market value (as calculated in
accordance with the requirements set forth in the Company’s Certificate of
Incorporation, as the same may be amended from time to time), individually or in the
aggregate, is equal to at least 80% of the balance in the Trust Account (as defined in
Section 8(f) below), excluding the Underwriters’ deferred
discounts and commissions and taxes payable, at
the time of such acquisition (a “Business Combination”) and (b) [•], 2009, and
terminating at 5:00 P.M., New York City time on the earlier to occur of (i) [•], 2013
and (ii) the date fixed for redemption of the Public Warrant as provided in Section 6 of
this Agreement (subject to extension in limited circumstances) (the date on which the
exercise period terminates, the “Expiration Date”). Except with respect to the
right to receive the Redemption Price (as set forth in Section 6 hereunder), each Public
Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at the
close of business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Public Warrants by delaying the Expiration Date; provided,
however, that any extension of the duration of the Public Warrants must apply
equally to all of the Public Warrants. Should the Company wish to extend the Expiration
Date of the Public Warrants, the Company shall provide advance notice to the American
Stock Exchange as required by the American Stock Exchange
(ii) Private Placement Warrants. Public Warrants and Private Placement Warrants may
be exercised only during the period (“Private Placement Warrant Exercise
Period”) commencing on the later of (a) the consummation of Business Combination and
(b) [•], 2009, and terminating at 5:00 P.M., New York City time on [•], 2013 (the
“Private Placement Warrant Expiration Date”). Each Private Placement Warrant not
exercised on or before the Private Placement Warrant Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at the close of business on the Private Placement Warrant Expiration Date.
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(iii) Initial Warrants. An Initial Warrant may be exercised only during the period
(“Initial Warrant Exercise Period”) commencing on the later of (x) [•], 2009,
the date that is one year after the date of the final prospectus of the Company, dated
[•], 2008 and (y) the consummation of the initial Business Combination (as defined in
Section 3(b)(i) hereof), in each case, if (A) the closing price of the Common Stock
equals or exceeds $14.25 per share for any 20 trading days within a 30-trading day
period beginning 90 days after the consummation of the initial Business Combination and
(B) there is an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Public Warrants and a current prospectus relating to the
shares of common stock issuable upon exercise of such Public Warrants and terminating at
5:00 P.M., New York time on [•], 2013 (the “Initial Warrant Expiration Date”).
Each Initial Warrant not exercised on or before the Initial Warrant Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at the close of business on the Initial Warrant Expiration
Date.
(c) Exercise of Warrants.
(i) Method of Exercise. A Registered Holder may exercise a Warrant by delivering,
not later than 5:00 P.M., New York City time, on any business day during the Exercise
Period (the “Exercise Date”) to the Warrant Agent at its corporate trust
department (i) the Definitive Warrant Certificate evidencing the Warrants to be
exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be
exercised (the “Book-Entry Warrants”) on the records of the Depository to an
account of the Warrant Agent at the Depository designated for such purpose in writing by
the Warrant Agent to the Depository from time to time, (ii) an election to purchase
(“Election to Purchase”) any shares of Common Stock pursuant to the exercise of
a Warrant, properly completed and executed by the Registered Holder on the reverse of
the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures,
and (iii) the Exercise Price for each Warrant to be exercised and all applicable taxes
due in connection with the exercise of the Warrants, in lawful money of the United
States of America; provided, however, that (1) holders of Public
Warrants who exercise Public Warrants on an Exercise Date occurring after the date of a
Redemption Notice and prior to the date fixed for redemption of the Public Warrants
shall, if the Company so requires, pay the Exercise Price in accordance with Section
3(d)(ii) hereof and (2) with respect to the Initial Warrants and the Private Placement
Warrants, so long as the Initial Warrants or the Private Placement Warrants, as the case
may be, are held by their original purchaser or its permitted transferees, any holder of
the Initial Warrants or the Private Placement Warrants may, in lieu of payment of the
Exercise Price, surrender its Initial Warrants or the Private Placement Warrants, as the
case may be, in accordance with Section 3(d)(i) hereof. For avoidance of doubt, in no
event may a Registered Holder expect or compel the Company to deliver any consideration
under a Warrant other than shares of Common Stock as described immediately above.
If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate,
(B) the Election to Purchase, (C) the Exercise Price therefor or (D) surrendered
Warrants is received by the Warrant Agent after 5:00 P.M., New York City time, on the
specified Exercise Date, the Warrants will be deemed to be received and exercised on the
business day next succeeding the Exercise Date. If the date specified as the Exercise
Date is not a business day, the Warrants will be deemed to be received and exercised on
the next succeeding day that is a business day. If the Warrants are received or deemed
to be received after the Expiration Date, the exercise thereof will be null and void and
any funds delivered to the Warrant Agent will be returned to the Registered Holder or
Participant, as the case may
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be, as soon as practicable. In no event will interest accrue on funds deposited with
the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The
validity of any exercise of Warrants will be determined by the Company in its sole
discretion and such determination will be final and binding upon the Registered Holder
and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any
obligation to inform a Registered Holder of the invalidity of any exercise of Warrants.
(ii) Payment. Subject to the provisions of the Warrant (including, but not limited
to, the cashless exercise provisions applicable to the Warrants) and this Warrant
Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at
the office of its successor as Warrant Agent, in the Borough of Manhattan, City and
State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full, in lawful money of the United States, in cash, good
certified check or good bank draft payable to the order of the Company (or as otherwise
agreed to by the Company), the Exercise Price for each whole share of Common Stock as to
which the Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock.
(iii) Issuance of Certificates. As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Exercise Price, the Company
shall issue to the Registered Holder of such Warrant a certificate or certificates for
the number of full shares of Common Stock to which he is entitled, registered in such
name or names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new Warrant executed by the Company and countersigned by the
Warrant Agent for the number of shares as to which such Warrant shall not have been
exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate
are exercised, a notation shall be made to the records maintained by the Depository, its
nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise.
(iv) Limitations. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant
unless a registration statement under the Securities Act with respect to the shares of
Common Stock issuable upon exercise of the Public Warrants is effective and a current
prospectus relating to the shares of Common Stock issuable upon
exercise of the Warrants is
available. Warrants may not be exercised by, or shares of Common Stock issued to, any
Registered Holder in any state in which such exercise would be unlawful. The exercise of
the Warrants may only be settled by delivery of shares of Common Stock and the
Registered Holders shall not be entitled to payment of cash in lieu of shares of Common
Stock (net cash settlement) upon exercise of the Warrants pursuant to the terms of this
Agreement or the Warrants regardless of whether the Common Stock underlying the Warrants
is registered pursuant to an effective registration statement and a prospectus relating
to those shares of Common Stock is available for use by the holders of the Warrants.
For the avoidance of doubt, as a result of this Section 3(c)(iii), any or all of the
Warrants may expire unexercised. In no event shall a Registered Holder be entitled to
receive any monetary damages if the Common Stock underlying the Warrants have not been
registered by the Company pursuant to an effective registration statement or if a
current prospectus is not available for delivery by the Warrant Agent, provided
the Company has fulfilled its obligation to use its commercially
reasonable efforts to maintain an effective registration statement and ensure a current prospectus is available for delivery by
the Warrant Agent.
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(v) Delivery of Certificates. The Warrant Agent shall, by 11:00 A.M. Eastern Time
on the business day following the Exercise Date of any Warrant, advise the Company and
the transfer agent and registrar in respect of (a) the shares of Common Stock issuable
upon such exercise in accordance with the terms
and conditions of this Agreement, (b) the instructions of each Registered Holder or
Participant, as the case may be, with respect to delivery of the shares of Common Stock
issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as
appropriate, evidencing the balance, if any, of the Warrants remaining after such
exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be
made to the records maintained by the Depository, its nominee for each Book-Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any,
of the Warrants remaining after such exercise and (d) such other information as the
Company or such transfer agent and registrar shall reasonably require.
The Company shall, by 5:00 P.M., New York time, on the third business day next
succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of
the Exercise Price, execute, issue and deliver to the Warrant Agent, the shares of
Common Stock to which such Registered Holder or Participant, as the case may be, is
entitled, in fully registered form, registered in such name or names as may be directed
by such Registered Holder or the Participant, as the case may be. Upon receipt of such
shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York time, on the
fifth business day next succeeding such Exercise Date, transmit such shares of Common
Stock to or upon the order of the Registered Holder or Participant, as the case may be.
In lieu of delivering physical certificates representing the shares of Common Stock
issuable upon exercise, provided the Company’s transfer agent is participating in the
Depository Fast Automated Securities Transfer program, the Company shall use its
reasonable best efforts to cause its transfer agent to electronically transmit the
shares of Common Stock issuable upon exercise to the Registered Holder or the
Participant by crediting the account of the Registered Holder’s prime broker with the
Depository or of the Participant through its Deposit/Withdrawal at Custodian system. The
time periods for delivery described in the immediately preceding paragraph shall apply
to the electronic transmittals described herein.
(vi) Valid Issuance. All shares of Common Stock issued upon the proper exercise of
a Warrant in conformity with this Agreement shall be validly issued, fully paid and
nonassessable.
(vii) Date of Issuance. Each person in whose name any such certificate for shares
of Common Stock is issued shall for all purposes be deemed to have become the holder of
record of such shares of Common Stock on the date on which the Warrant was surrendered
and payment of the Exercise Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date when the
stock transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.
(d) Cashless Exercise.
(i) Private Placement Warrants and Initial Warrants. In lieu of the payment of the
Exercise Price, solely with respect to the Private Placement Warrants and Initial
Warrants so long as such Warrants are held by their original purchasers or their
permitted transferees, the holders thereof may, in lieu of payment of the Exercise
Price, surrender their Private
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Placement Warrants or Initial Warrants, as the case may be, for that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the tendered Private Placement Warrants or
Initial Warrants, as the case may be, multiplied by the difference between the Fair
Market Value (defined below) and the Exercise Price by (y) the Fair Market Value. For
avoidance of doubt, in no event may a Registered Holder expect or compel the Company to
deliver any consideration under a Warrant other than shares of Common Stock as described
immediately above. “Fair Market Value” shall mean the average reported closing
price of the Common Stock for the ten trading days ending on the third trading day prior
to the date on which the Election to Purchase by a holder of Private Placement Warrants
or Initial Warrants, as the case may be, is sent to the Warrant Agent.
(ii) Public Warrants. The Public Warrants may be exercised on a cashless basis
only if the Company elects to redeem the Public Warrants (as provided in Section 6
hereof) and requires all Public Warrants that are exercised prior to redemption to be
settled on a cashless basis. If the Public Warrants are exercised on a cashless basis,
the number of shares of Common Stock will be determined on the same basis as that for
the Private Placement Warrants and Initial Warrants above, except that the “Fair
Market Value” shall mean the average reported closing price of the Common Stock for
the ten trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of Public Warrants as provided in Section 6
hereof.
4. Adjustments.
(a) Stock Dividends – Split-Ups. If after the date hereof, and subject to the
provisions of Section 4(g) below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in outstanding shares of Common Stock.
(b) Extraordinary Dividend. If the Company, at any time while the Warrants are
outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or
other assets to the holders of Common Stock (or other shares of the Company’s capital stock into
which the Warrants are convertible), other than (i) as described in Sections 4(a), 4(c) or 4(e),
(ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion
rights of the holders of Common Stock upon consummation of the Company’s initial Business
Combination, or (iv) in connection with the Company’s liquidation and the distribution of its
assets upon its failure to consummate a Business Combination (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Exercise Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Company’s Board of Directors,
in good faith) of any securities or other assets paid on each share of Common Stock in respect
of such Extraordinary Dividend.
(c) Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 4(g), the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse
stock split, reclassification or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.
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(d) Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4(a) and 4(c)
above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise
Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (ii) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.
(e) Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a
change covered by Section 4(a) or 4(c) hereof or that solely affects the par value of such
shares of Common Stock), or in the case of any merger or consolidation of the Company with or
into another corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved, the Warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the Warrant holder would have
received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of Common Stock
covered by Section 4(a) or 4(c), then such adjustment shall be made pursuant to Sections 4(a),
4(c), 4(d) and this Section 4(e). The provisions of this Section 4(e) shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
(f) Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or
the number of shares issuable upon exercise of a Warrant, the Company shall give written notice
thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4(a), 4(b), 4(c), 4(d) or 4(e), then, in any such event, the Company shall
give written notice to the Warrant holder, at the last address set forth for such holder in the
warrant register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.
(g) No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall, upon such exercise, round up to the nearest whole number the
number of the shares of Common Stock to be issued to the Warrant holder.
(h) Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the
same Exercise Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any
change in the forms of Warrant that the Company may deem appropriate and that does not affect
the substance
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thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
5. Transfer and Exchange of Warrants.
(a) Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be
transferred or exchanged only together with the Public Units in which such Public Warrants are
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Public Units. Furthermore, each transfer of Public Units on the register relating to
such Public Units shall operate also to transfer the Public Warrants included in such Public
Units. From and after the Detachment Date this Section 5(a) will have no further force and
effect.
(b) Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such
Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an
equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request.
(c) Procedure for Surrender of Warrants. Subject to any applicable lock-up
agreements with respect to the Private Placement Warrants and Initial Warrants, Warrants may be
surrendered to the Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate
may be transferred only in whole and only to the Depository, to another nominee of the
Depository, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of
counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend. Upon any such registration of transfer, the
Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the
designated transferee a new Warrant Certificate or Warrant Certificates of any authorized
denomination evidencing in the aggregate a like number of unexercised Warrants.
(d) Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a Warrant Certificate
for a fraction of a Warrant.
(e) Service Charges. No service charge shall be made for any exchange or
registration of transfer of Warrants.
(f) Warrant Execution and Countersignature. The Warrant Agent is hereby authorized
to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
behalf of the Company for such purpose.
6. Redemption.
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(a) Redemption. Subject to Sections 6(d) and 6(e) hereof, not less than all of the
outstanding Public Warrants may be redeemed, at the option of the Company, at any time after
they become exercisable and prior to their expiration (subject to the requirements of
Section 6(b)), at the office of the Warrant Agent, upon the notice referred to in Section 6(b),
at the price of $0.01 per Warrant (“Redemption Price”), provided that (i) the
closing price of the Common Stock on the American Stock Exchange, or other principal market on
which the Common Stock may be traded, equals or exceeds $14.25 per share (subject to
proportionate adjustment to reflect adjustment to the Exercise Price as provided in
Section 4(d)) for any 20 trading days within a 30-trading-day period ending three business days
prior to the date on which a Redemption Notice (as defined below) is given, (ii) a registration
statement under the Securities Act relating to shares of Common Stock issuable upon exercise of
the Public Warrants is effective and expected to remain effective from the date on which a
Redemption Notice is given to and including the Redemption Date (as
defined below), and (iii) a
current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants
is available from the date on which a Redemption Notice is given to and including the Redemption
Date.
(b) Date Fixed for, and Notice of, Redemption. In the event the Company shall
elect to redeem all of the Public Warrants, the Company shall fix a date for the redemption,
which date shall be prior to the expiration of the Warrants (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not
less than 30 days prior to the date fixed for redemption to the Registered Holders of the Public
Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register
(the “Redemption Notice”). Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given on the date sent whether or not the Registered
Holder received such notice.
(c) Exercise after Notice of Redemption. The Public Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after the Redemption Notice shall have
been given by the Company pursuant to Section 6(b) hereof and prior to the time and date fixed
for redemption. On and after the Redemption Date, the record holder of the Public Warrants shall
have no further rights except to receive, upon surrender of the Public Warrants, the Redemption
Price.
(d) Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Public Warrants. To the extent a person
holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption.
However, once such purchase rights are exercised, the Company may redeem the Public Warrants
issued upon such exercise, provided that the criteria for redemption are met.
(e) Private Placement Warrants and Initial Warrants. Notwithstanding the
foregoing, the Private Placement Warrants and the Initial Warrants are not redeemable by the
Company.
7. Other Provisions Relating to Rights of Holders of Warrants.
(a) No Rights as Stockholder. A Warrant does not entitle the Registered Holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.
(b) Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost,
stolen, mutilated or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination,
tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant
shall constitute a substitute
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contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.
(c) Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that will be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
(d) Registration of Common Stock. Prior to the commencement of the Exercise
Period, the Company shall use its commercially reasonable efforts to prepare and file with the
Commission a post-effective amendment to the Registration Statement, or a new registration
statement, for the registration under the Securities Act of, and it shall use its commercially
reasonable efforts to take such action as is necessary to qualify for sale, in those states in
which the Warrants were initially offered by the Company, the shares of Common Stock issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to
cause the same to become effective on or prior to the commencement of the Exercise Period and
shall use its commercially reasonable efforts to maintain the effectiveness of such registration
statement and ensure that a current prospectus is on file with the Commission until the
expiration of the Warrants in accordance with the provisions of this Agreement;
provided, however, that the Company shall not be obligated to deliver shares of
Common Stock, and shall not have penalties nor be liable to the Warrant holder for failure to
deliver shares of Common Stock pursuant to Section 3, if a registration statement is not
effective or a current prospectus is not on file with the Commission at the time of exercise of
the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant
holder for failure to fulfill its obligations to use commercially reasonable efforts pursuant to
this Section 7(d).
(e) Delivery of Prospectus or Notice. Upon the exercise of any Warrant, if the
Company requests, the Warrant Agent shall deliver to the holder of such Warrant, prior to or
concurrently with the delivery of the shares of Common Stock issued upon such exercise, in
accordance with the Company’s request, either (a) a prospectus relating to the shares of Common
Stock deliverable upon exercise of Warrants and complying in all material respects with the
Securities Act or (ii) the notice referred to in Rule 173 under the Securities Act.
8. Concerning the Warrant Agent and Other Matters.
(a) Payment of Taxes. The Company will from time to time promptly pay all taxes
and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of shares of Common Stock upon the exercise of Warrants. However, the Company
shall not be obligated to pay any transfer taxes, any stamp or other taxes or governmental
charge required to be paid in respect of the Warrants or such shares of Common Stock; and in the
event that any such transfer is involved, the Company shall not be required to issue or deliver
any shares of Common Stock until such tax or other charge shall have been paid or it has been
established to the Company’s satisfaction that no such tax or other charge is due.
(b) Resignation, Consolidation, or Merger of Warrant Agent.
(i) Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties
and liabilities hereunder after giving sixty days’ prior written notice to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor warrant agent in place of
the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the
Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court
- 12 -
of the State of New York for the County of New York for the appointment of a
successor Warrant Agent at the Company’s cost.
Any successor warrant agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York,
in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment,
any successor warrant agent shall be vested with all the authority, powers, rights,
immunities, duties and obligations of its predecessor Warrant Agent with like effect as
if originally named as warrant agent hereunder, without any further act or deed; but if
for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.
(ii) Notice of Successor Warrant Agent. In the event a successor warrant agent
shall be appointed, the Company shall give notice thereof to the predecessor warrant
agent and the transfer agent for the Common Stock not later than the effective date of
any such appointment.
(iii) Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor warrant agent under this Agreement without any further act.
(c) Fees and Expenses of Warrant Agent.
(i) Remuneration. The Company agrees to pay the Warrant Agent a one-time fee of
$2,000 for its services as Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all out-of-pocket expenses that the Warrant Agent may reasonably incur
in the execution of its duties hereunder.
(ii) Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.
(d) Liability of Warrant Agent.
(i) Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.
(ii) Indemnity. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant
- 13 -
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of the Warrant Agent’s negligence,
willful misconduct, or bad faith.
(iii) Exclusions. The Warrant Agent shall have no responsibility with respect to
the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be
issued pursuant to this Agreement or any Warrant or as to whether any shares of Common
Stock will, when issued, be valid and fully paid and nonassessable.
(e) Acceptance of Agency. The Warrant Agent hereby accepts the agency established
by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
and, among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the
Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants.
(f) Waiver. The Warrant Agent hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined
in that certain Investment Management Trust Agreement, dated as of the date hereof, by and
between the Company and the Warrant Agent as trustee thereunder), and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Fund for any
reason whatsoever.
9. Miscellaneous.
(a) Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.
(b) Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be sent by certified or registered mail, by private
national courier service (return receipt requested, postage prepaid), by personal delivery or by
facsimile transmission. Such notice or communication shall be deemed given (i) if mailed, two
days after the date of mailing, (ii) if sent by national courier service, one business day after
being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile
transmission, on the second business day after such facsimile is transmitted, in each case as
follows:
if to the Company, to:
if to the Warrant Agent, to:
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American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attn: [•]
Fax: [•]
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attn: [•]
Fax: [•]
with a copy in each case to:
Sidley Austin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Xxxxx X. Xxxxxx, Esq.
Xxxxx X’Xxxxxx, Esq.
Fax: (000) 000-0000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Xxxxx X. Xxxxxx, Esq.
Xxxxx X’Xxxxxx, Esq.
Fax: (000) 000-0000
(c) Applicable Law. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York applicable to contracts formed and to be performed entirely within the State of New York,
without giving effect to conflict of law provisions thereof to the extent such principles or
rules would require or permit the application of the laws of another jurisdiction. The Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any
way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York. The Company hereby
waives any objection to such non-exclusive jurisdiction and that such courts represent an
inconvenience forum. Any such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9(b) hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.
(d) Amendment. This Agreement and the warrant certificate issued hereunder may be
amended by the parties hereto without the consent of any registered holder or any Underwriters
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with respect to matters or
questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders. All other
modifications or amendments, including any amendment to increase the Exercise Price or shorten
the Exercise Period, shall require the written consent of the registered holders of a majority
of the then outstanding Warrants and no modification or amendment shall affect the Public
Warrants, the Private Placement Warrants and the Initial Warrants differently from one another.
Notwithstanding the foregoing, the Company may lower the Exercise Price or extend the duration
of the Exercise Period in accordance with Sections 3(a) and 3(b) hereof, without such consent.
(e) Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the Registered Holders and, for the purposes of Sections 6(d) and 7(d) hereof, the
Underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise or agreement hereof. The Underwriters shall be deemed
to be a third-party beneficiary of this Agreement with respect to Sections 6(d) and 7(d) hereof.
All covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive
- 15 -
benefit of the parties hereto (and the Underwriters with respect to Sections 6(d) and 7(d)
hereof) and their successors and assigns and of the Registered Holders of the Warrants.
(f) Examination of the Warrant Agreement. A copy of this Agreement shall be
available at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such Registered Holder to submit such holder’s Warrant for its
inspection.
(g) Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
(h) Effect of Headings. The Section headings herein are for convenience only and
are not part of this Warrant Agreement and shall not affect the interpretation thereof.
(i) Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added
as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable; provided, however,
that if such excluded or added provision shall affect the rights, immunities, duties or
obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign not less than
two business days following such determination.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of
the day and year first above written.
| Attest: | FIG Acquisition Corp. | |||||
| By: | ||||||
| Title: Chief Executive Officer | ||||||
| Attest: | American Stock Transfer & Trust Company | |||||
| By: | ||||||
| Title: | ||||||
- 17 -
EXHIBIT A
FORM OF PUBLIC WARRANT
- 18 -
EXHIBIT B
FORM OF INITIAL WARRANT
AND PRIVATE PLACEMENT WARRANT
AND PRIVATE PLACEMENT WARRANT
- 19 -
