TERMS OF REDEMPTION; CESSATION OF RIGHTS
The rights of the Warrant holders to exercise their Warrants will terminate immediately prior to 5:00 p.m. New York City time on the
Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Warrants will have no rights with respect to those Warrants, except to receive the Redemption Price or as otherwise described in this
notice for holders who hold their Warrants in street name. We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Warrants.
The Company is exercising this right to redeem the Warrants pursuant to Section 6.2 of the Warrant Agreement. Pursuant to
Section 6.2 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if (i) the Reference Value equals or exceeds $10.00 per share and (ii) if the Reference Value is less than $18.00 per
share, the Private Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.
The last
sales price of the Common Shares has equaled or exceeded $10.00 per share and less than $18.00 per share on each of 20 trading days within the 30-day trading period ending on December 21, 2021 (which is
the third trading day prior to the date of this notice of redemption).
EXERCISE PROCEDURE
Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Warrants to purchase Common Shares.
Payment upon exercise of the Warrants may be made either (i) in cash, at the Cash Exercise Price or (ii) on a cashless basis in which the surrendering holder will receive a number of Common Shares to be determined in accordance
with the terms of the Warrant Agreement and based on the Redemption Date and the Redemption Fair Market Value. The Company will notify holders as to the Redemption Fair Market Value no later than one business day after the relevant 10-trading day period ends. In no event will the number of Common Shares issued in connection with a surrender on a cashless basis exceed 0.361 Common Shares per Warrant. If any holder of Warrants would, after
taking into account all of such holders Warrants exercised at one time, be entitled to receive a fractional interest in a Common Share, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole
number of shares.
Payment of the Cash Exercise Price may be made by wire transfer of immediately available funds. Wire instructions will
be provided to the Depository Trust Company and will otherwise be provided upon request.
Those who hold their Warrants in street
name should immediately contact their broker to determine their brokers procedure for exercising their Warrants.
Persons
who are holders of record of their Warrants may exercise their Warrants by sending (1) the warrant certificate representing the Warrants being exercised (a Warrant Certificate), (2) a fully and properly completed
Election to Purchase (a form of which is attached hereto as Annex A), duly executed and indicating, among of things, the number of Warrants being exercised and whether such Warrants are being exercised for cash or surrendered on a
cashless basis, and (3) if exercised for cash, payment in full of the Cash Exercise Price via wire transfer or other method of payment permitted by the Warrant Agreement to the Warrant Agent at: Continental Stock Transfer & Trust
Company, LLC, One State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department.
The method of delivery of the
Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.
The Warrant
Certificate, the fully and properly completed Election to Purchase and, if the applicable Warrants are exercised for cash, payment in full of the Cash Exercise Price must be received by Continental Stock Transfer &
Trust Company prior to 5:00 p.m. New York City time on the Redemption Date. Subject to the following paragraph, any failure to deliver the Warrant Certificate, a fully and properly completed Election to Purchase or, if the applicable Warrants
are exercised for cash, the payment in full of the Cash Exercise Price before such time will result in such holders Warrants being redeemed and not exercised.