2.2 | Clause 2.2 of the Initial Company Class C Warrants Instrument shall be deleted and replaced with the following provision: |
“Each Warrantholder shall be entitled, on exercise of the Exercise Rights attaching to its Warrants, and on the terms and subject to the conditions set out in this Instrument, to convert all or part of the Warrants held by it into Class C Ordinary Shares at the Exercise Ratio. The price to be paid by the Warrantholder to the Company upon exercise of the Exercise Rights is the product of (i) the Exercise Price and (ii) the number of exercised Warrants.”
3.1 | The following provision shall be added to the Initial Company Class C Warrant Instrument as clause 5A: |
“Notwithstanding anything to the contrary in this Instrument (including clause 5), if a Warrantholder (other than Enterprise Innovation Holdings Limited and any of its permitted transferees (“FWD”)) has not elected to exercise his/her/its Warrants pursuant to clause 5 prior to the Acquisition Effective Time (as defined in the supplemental deed executed by the Company and other parties thereto on _________ 2023 in respect of this Instrument (as amended, modified or supplemented from time to time, the “Supplemental Deed”)), then all of the outstanding Warrants held by such Warrantholder immediately prior to the Acquisition Effective Time shall, immediately prior to the Acquisition Effective Time, automatically (without any act on the part of such Warrantholder or for any additional consideration or payment of Exercise Price) be exercised and converted into the Class C Ordinary Shares to which such Warrantholder is entitled, being the number of Class C Ordinary Shares into which the number of Warrants exercised pursuant to this clause 5A are exercisable under this Instrument, provided that (i) in the case of the Warrants held by PCCW Media International Limited (“PCCW”), such Warrants shall only be automatically exercised pursuant to this clause 5A if the MAS Condition has been satisfied prior to the Acquisition Effective Time, and (ii) in the case of the Warrants held by FWD, such Warrants, to the extent not exercised in accordance with clause 5A prior to the Acquisition Effective Time, shall be cancelled and replaced by PubCo Class C-2 Acquisition Warrants (as defined below) pursuant to clause 14B and the Business Combination Agreement.”
4. | Automatic Termination and Replacement. |
4.1 | The following provision shall be added to the Initial Company Class C Warrant Instrument as clause 14A: |
“To the extent the MAS Condition has not been satisfied prior to the Acquisition Effective Time, notwithstanding anything to the contrary in this Instrument (including clause 14), at the Acquisition Effective Time each Warrant held by PCCW shall, without any action on the part of the Company or PCCW, (i) be automatically cancelled, terminated and declared null and void and shall be of no further force or effect, and (ii) be replaced by one (1) PubCo Class C-1 Acquisition Warrant (as defined in the Supplemental Deed) to be issued by PubCo (as defined in the Supplemental Deed) in accordance with the terms of the Business Combination Agreement (as defined in the Supplemental Deed) and section 4.2 of the Supplemental Deed. The replacement of the Warrants held by PCCW pursuant to this clause 14A shall not constitute an Adjustment Event for the purpose of clause 7.”
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