WARRANT AGREEMENT
Exhibit 4.4
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___, 2007, is entered into
by and between Ideation Acquisition Corp., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of units (the
“Units”) and, in connection therewith, has determined to issue and deliver up to 11,500,000
warrants (the “Public Warrants”) to the public investors, each of such Public Warrants evidencing
the right of the holder thereof to purchase one share of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), for $6.00 per share, subject to adjustments as described
herein;
WHEREAS, the Company has determined to issue and deliver, as part of an Underwriter’s purchase
option, up to 500,000 warrants (the “Representative’s Warrants”) to Lazard Capital Markets LLC
(“Lazard”) or its designees, which warrants will be identical to the Public Warrants except that
the Representative’s Warrants will entitle the holder thereof to purchase one share of Common Stock
at a price of $7.00 per share, subject to adjustments as described herein;
WHEREAS, the Company has filed, with the Securities and Exchange Commission, a registration
statement, No. 333-144218, on Form S-1, as amended (the “Registration Statement”), for the
registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities,
the Public Warrants, the Representative’s Warrants and the Common Stock issuable upon exercise of
the Public Warrants and the Representative’s Warrants;
WHEREAS, the Company has determined to issue and deliver up to 2,400,000 warrants (the
“Insider Warrants” and together with the Public Warrants and the Representative’s Warrants, the
“Warrants”), which will be identical to the Public Warrants and Underwriters’ Warrants, with
certain exceptions as set forth in the Registration Statement or
herein, to the Company’s initial stockholders (as defined in the
Registration Statement) (each an “Insider” and collectively, the “Insiders”) in a private placement to
take place simultaneously with the consummation of the Public Offering;
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 and exercise 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 for 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.
2.1 Form of Warrant. Each Public Warrant and each Insider Warrant shall be issued in
registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein, and shall be signed by, or bear the facsimile
signature of, the Chairman of the Board or the President and the Treasurer or the Secretary of the
Company. Each Representative’s Warrant shall be issued in registered form only, shall be in
substantially the form of Exhibit B hereto, the provisions of which are incorporated
herein, and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or
the President and the Treasurer or the Secretary of the Company. 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.
2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.
2.3 Registration.
2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”) for the registration of the original issuance and any transfers 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.
2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person or entity in whose name
such Warrant shall be registered upon the Warrant Register (the “registered holder”), as the
absolute owner of such Warrant and of each Warrant represented thereby (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.
2.4 Detachability of Public Warrants. The securities comprising the Units will not be
separately transferable until 90 days after the date hereof unless Lazard informs the Company of
its decision to allow earlier separate trading, but in no event will Lazard allow separate trading
of the securities comprising the Units until the Company files a Current Report on Form 8-K which
includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of
the Public Offering including the proceeds received by the Company from the exercise of the
underwriters’ over-allotment option, if the over-allotment option is exercised prior to the filing
of the Form 8-K. The date on which the securities comprising the Units become separately
transferable is referred to herein as the “Detachment Date.”
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3. Terms and Exercise of Warrants.
3.1 Warrant Price. Each Public Warrant and each Insider Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Public Warrant or Insider Warrant, as the case may be, and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the
price of $6.00 per whole share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1. Each Representative’s Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions of such
Representative’s Warrant and of this Warrant Agreement, to purchase from the Company the number of
shares of Common Stock stated therein, at a price of $7.00 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term
“Warrant Price” as used in this Warrant Agreement refers to the price per share at which Common
Stock may be purchased at the time a Warrant is exercised. The Company, in its sole discretion,
may lower the Warrant Price at any time prior to the Expiration Date (as defined below); provided,
however that any such reduction shall be identical in percentage terms among all of the Warrants.
3.2 Duration of Warrants. A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the later of (a) the consummation by the Company of a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business
combination, as described more fully in the Company’s Registration Statement (a “Business
Combination”) and (b) ___, 2008 [one year from the date of the prospectus], and
terminating at 5:00 p.m., New York City time on the earlier to occur of (x) ___, 2011
[four years from the date of the prospectus] or (y) the date fixed for redemption of the Warrants
as provided in Section 6 of this Agreement (the “Expiration Date”). Except with respect to the
right to receive the Redemption Price (as set forth in Section 6 hereunder), each 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 Warrants by
delaying the Expiration Date.
3.3 Exercise of Warrants.
3.3.1 Payment. Subject to the provisions of the relevant Warrant 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 the Warrant
Price for each full 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, as follows:
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(a) in lawful money of the United States, in cash or by certified check or bank draft
payable to the order of the Company (or as otherwise agreed to by the Company); or
(b) with respect to any Insider Warrants, in the event of redemption pursuant to
Section 6 hereof, so long as such Insider Warrants are held by an Insider or his, her or its
affiliates, by surrendering the Insider Warrants 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 Insider Warrants, multiplied by the difference between the Fair Market
Value (as defined below) and the applicable Warrant Price by (y) the Fair Market Value.
Solely for purposes of this Section 3.3.1(b), “Fair Market Value” shall mean the average
reported last sale price of the Common Stock for the ten (10) trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to holders of
Warrants pursuant to Section 6 hereof.
3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price, or upon surrender of the
Insider Warrant (or portion thereof) as set forth in Section 3.3.1(b), the Company shall issue to
the registered holder of such Warrant a certificate or certificates representing the number of full
shares of Common Stock to which he, she or it 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
countersigned Warrant for the number of shares as to which such Warrant shall not have been
exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant unless a registration statement under the Act with
respect to the Common Stock issuable upon exercise of such Warrants is effective and a current
prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is
available for delivery to the Warrant holders. In addition, Warrants may not be exercised by, or
securities issued to, any registered holder in any state in which such exercise or issuance would
be unlawful. In the event that a registration statement under the Act with respect to the Common
Stock underlying the Warrants is not effective or a current prospectus is not available, or because
such exercise would be unlawful with respect to a registered holder in any state, the registered
holder shall not be entitled to exercise such Warrants and such Warrants may have no value and
expire worthless. In no event will the Company be required to “net cash settle” the warrant
exercise. In the event that a registration statement under the Act with respect to the Common
Stock underlying the Warrants is not effective or a current prospectus is not available, the
purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit
solely for the shares included in such Unit.
3.3.3 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 non-assessable.
3.3.4 Date of Issuance. Each person or entity 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 on the date on which the Warrant was surrendered and payment of the Warrant
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 or entity 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.
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4. Adjustments.
4.1 Stock Dividends — Split-Ups. If, after the date hereof, and subject to the
provisions of Section 4.6 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.
4.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions
of Section 4.6, 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.
4.3 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 4.1 and 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) 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 (y) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.
4.4 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 Sections 4.1 or 4.2 hereof or one 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 Sections 4.1 or 4.2, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3 and this Sections 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
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4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant 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 Warrant 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 4.1,
4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each 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.
4.6 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 or down to the nearest whole number the number of
shares of Common Stock to be issued to the Warrant holder.
4.7 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
Warrant 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 form of Warrant that the Company may deem appropriate and that does not affect the substance
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.
5.1 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be
transferred or exchanged only together with the Unit in which such Warrant is included, and only
for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Unit shall operate also to
transfer the Warrant included in such Unit. From and after the Detachment Date, this Section 5.1
will have no further force and effect.
5.2 Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant in 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.
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5.3 Procedure for Surrender of 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 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.
5.4 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.
5.5 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.
5.6 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.
6.1 Redemption. Subject to Section 6.4 hereof and the penultimate sentence of this
Section 6.1, not less than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their expiration, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(the “Redemption Price”), provided that the last sale price of the Common Stock has been equal to
or greater than $11.50 per share (appropriately adjusted for any stock split, reverse stock split,
stock dividend or other reclassification or combination of the Common Stock occurring after the
date hereof), on each of twenty (20) trading days within any thirty (30) trading day period ending
on the third business day prior to the date on which notice of redemption is sent in accordance
with Section 6.2. Notwithstanding anything to the contrary contained herein, the Company shall not
call the Warrants for redemption unless there is an effective registration statement under the Act
relating to the shares of Common Stock issuable upon exercise of the Warrants and a current
prospectus is available. The provisions of this Section 6.1 may not be modified, amended or
deleted without the prior written consent of Lazard.
6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of the Warrants, the Company shall fix a date for the redemption. 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 Warrants to be
redeemed at their last addresses as they shall appear in the Warrant Register. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.
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6.3 Exercise After Notice of Redemption. The Warrants may be exercised for cash in
accordance with Section 3 of this Agreement (or, with respect to the Insider Warrants, on a
“cashless basis” in accordance with Section 3.3.1(b) of this Agreement) at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the
time and date fixed for redemption. On and after the redemption date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the
Redemption Price.
6.4 Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Warrants. To the extent a person or
entity 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 Warrants
issued upon such exercise provided that the criteria for redemption are met. The provisions of
this Section 6.4 may not be modified, amended or deleted without the prior written consent of
Lazard.
7. Other Provisions Relating to Rights of Holders of Warrants.
7.1 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.
7.2 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 terms 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 contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.
7.3 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.
7.4 Registration of Common Stock. The Company agrees that prior to the commencement
of the Exercise Period, it shall use its best efforts to file with the Securities and Exchange
Commission a post-effective amendment to the Registration Statement, or a new registration
statement, for the registration under the Act of the Common Stock issuable upon exercise of the
Warrants, and it shall use its best 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 Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to
cause the same to become effective and to maintain the effectiveness of such registration statement
until the expiration of the Warrants in accordance with the provisions of this Agreement. In no
event will the registered holder of a Warrant be entitled to receive a “net cash settlement” in
lieu of physical settlement in shares of Common Stock, regardless of whether
the Company complies with this Section 7.4. The provisions of this Section 7.4 may not be
modified, amended or deleted without the prior written consent of Lazard.
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8. Concerning the Warrant Agent and Other Matters.
8.1 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, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.
8.2 Resignation, Consolidation, or Merger of Warrant Agent.
8.2.1 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 (60) days’ notice in writing 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, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court 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.
8.2.2 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.
8.2.3 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.
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8.3 Fees and Expenses of Warrant Agent.
8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.
8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such further and other
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.
8.4 Liability of Warrant Agent.
8.4.1 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 President 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.
8.4.2 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 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.
8.4.3 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.
8.5 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.
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8.6 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 Account for any reason
whatsoever.
9. Miscellaneous Provisions.
9.1 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.
9.2 Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant Agent) as follows:
Ideation Acquisition Corp.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Chief Executive Officer
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Chief Executive Officer
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or sent by
registered or certified mail or overnight courier service, addressed (until another address is
filed in writing by the Company with the Warrant Agent) as follows:
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Compliance Department
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Compliance Department
with a copy in each case to:
Akerman Senterfitt
Xxx XX Xxxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxxxxx, Esq.
Xxx XX Xxxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxxxxx, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx, Esq.
Chrysler Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx, Esq.
Lazard Capital Markets LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
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Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon
receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next
business day of the delivery to the courier, and if sent by registered or certified mail on the
third day after registration or certification thereof.
9.3 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, without
giving effect to conflicts of law principles that would result in the application of the
substantive 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, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient 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 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.
9.4 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 entity other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4 and 9.2 hereof,
Lazard, any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. Lazard shall be deemed to be a
third-party beneficiary of this Agreement with respect to Sections 6.1, 6.4, 7.4 and 9.2 hereof.
All covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto (and Lazard with
respect to the Sections 6.1, 6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the
registered holders of the Warrants. This Section 9.4 shall not be modified or amended without the
prior written consent of Lazard.
9.5 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 holder to submit his, her or its Warrant for inspection by it.
9.6 Counterparts; Facsimile Signatures. This Agreement may be executed in any number
of original or facsimile 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.
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9.7 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.
9.8 Amendments. This Agreement may be amended by the parties hereto without the
consent of any registered holder 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 Warrant
Price or shorten the Exercise Period, shall require the written consent of Lazard and the
registered holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to
Sections 3.1 and 3.2, respectively, without the consent of the registered holders.
9.9 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.
| IDEATION ACQUISITION CORP. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
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