本普通股購買認股權證（即“Warrants）”證明，作爲所收到的價值，_________或其受讓人（“持有人”) 有權根據以下所述的條款和限制及條件，在本日期後的任何時間（“初步行使日期”) 並在或早於美東時間下午5:00前，在以下任一情況下：(i) VWAP連續五個交易日達到或超過6.00美元后的三十（30）天內，或 (ii) 2029年12月24日（“終止日期”) 但之後不得，向Rezolve AI Limited認購併購買，註冊於英格蘭和威爾士的有限責任公司，註冊號爲14573691（以下簡稱“公司）達到______普通股（根據下文的調整，以下簡稱“Warrant股份），前提是，如果沒有有效的註冊聲明進行註冊，或者其中包含的招股說明書無法用於發行Warrant股票給持有人（“註冊聲明不可用）在本Warrant的任何時候（註冊聲明不可用發生的總天數，爲“適用天數），本Warrant的新終止日期應爲此處初始行使日期的終止日期加上適用天數。根據本Warrant購買一普通股的價格應等於第2(b)節中定義的行使價格。
“買盤價” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQb or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQb or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQb or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the
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Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
可行使。本文中使用的“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date.
送轉和拆分股. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.
基本交易. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Ordinary Shares or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding Ordinary Shares or greater than 50% of the voting power of the common equity of the Company (each a “基本交易”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “備選對價”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be
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在一項基礎交易中接收後，持有人應在任何行使此Warrants後獲得與其收到的替代對價相同的選擇。 儘管有相反的規定，如果發生基礎交易，公司或任何繼任實體（如下所定義）應在法律允許的範圍內，按持有人的選擇，在基礎交易的完成同時或在完成後的30天內（或，如果稍晚，則在相關基礎交易的公開公告日期）從持有人處購買此Warrants，支付給持有人現金金額，等於在該基礎交易完成日期未行使部分的Black Scholes價值（如下所定義）； 提供, 然而如果基本交易不在公司的控制之內，包括未獲得公司董事會的批准，持有人僅有權從公司或任何繼任實體處獲得相同類型或形式的對價（且比例相同），在此認股權未行使部分的黑-scholes價值下，那些對價同樣是在與基本交易相關的情況下，向公司普通股的持有人提供和支付的，無論此對價是現金、股票或其任意組合，還是普通股的持有人是否被給予在與基本交易相關的替代對價形式中選擇的選擇； 提供, 進一步如果公司普通股股東在該基本交易中未獲得任何對價或支付，則該等普通股股東將被視爲在該基本交易中已獲得繼任實體的普通股（該繼任實體可能是該基本交易後的公司）。布萊克-肖爾斯價值指基於黑-舒爾斯期權定價模型，並通過彭博社上的「OV」函數在適用的基本交易達成日確定的此Warrant的價值，旨在定價目的，並反映(A) 與適用公開宣佈的基本交易日期至終止日期之間的時間相對應的美國國債風險無風險利率，(B) 預期波動率爲100%，(C) 用於該計算的每股基礎價格應爲現金提議的每股價格（如果有）、以及在該基本交易中所提議的任何非現金對價的價值之和。 並且(D) 剩餘期權時間等於適用公開宣佈的基本交易日期至終止日期之間的時間，以及(E) 零借貸成本。黑-舒爾斯值的付款將通過即時可用資金的電匯（或其他對價）在(i) 持有人的選擇後五個工作日內和(ii) 基本交易完成日之間的較晚時間內支付。 The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “繼承實體）爲書面承諾公司在此Warrant下的所有義務，依照本節3(d)的規定，經過格式和內容合理讓持有人滿意，並經持有人事先批准（無不合理延誤），在此基本交易之前，持有人可選擇向持有人交付一份由繼任實體證明的證券，形式和內容實質上類似於此Warrant，可以爲該繼任實體（或其母公司）的相應數量的資本股票行使權利。
可轉讓性. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the
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portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. 如果該權證根據本協議正確轉讓，則新持有人可以在不需要簽發新權證的情況下行使購買權證股份的權利。
救濟措施. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.