FIRST LIGHT ACQUISITION GROUP, INC.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT (this Agreement), dated as of [●], 2021, is by and between First Light Acquisition Group, Inc., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, on [●], 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with series 1 through 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company thereto (such 15 series collectively, the Sponsor) and Metric Finance Holdings I, LLC, a Delaware limited liability company (Metric), pursuant to which the Sponsor and Metric will purchase an aggregate of 3,291,005 redeemable warrants (or up to 3,397,155 redeemable warrants if the Over-allotment Option (as defined below) in connection with the Companys Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant; and
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants); each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), for $11.50 per share, subject to adjustment as described herein; and
WHEREAS, the Company has entered into that certain Amended and Restated Forward Purchase Agreement, dated August 20, 2021 (the Forward Purchase Agreement) with Franklin Strategic Series - Franklin Small Cap Growth Fund, a Delaware statutory trust (the Forward Purchaser), pursuant to which the Forward Purchaser may purchase, at its sole discretion, 5,000,000 shares of Common Stock and 2,500,000 forward purchase warrants (the Forward Purchase Warrants) at a purchase price of $50,000,000, in one or more private placements to occur no later than immediately prior to the consummation of the Companys initial Business Combination (as defined below), bearing the legend set forth in Exhibit C hereto; and
WHEREAS, following the consummation of the Offering, in order to (a) finance the Companys transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan funds to the Company as the Company may require from time to time and (b) extend the time for the Company to consummate its initial Business Combination by no more than two three-month periods, the Sponsor (or its affiliates or designees) will deposit into the trust account funds in an amount equal to one percent (1.0%) of the gross proceeds of the Companys Offering (including any gross proceeds received as a result of the underwriters exercise of its over-allotment option) for each three-month period, in exchange for a non-interest bearing, unsecured promissory note issued by the Company; up to a maximum amount of $4,600,000 of such loans described in clauses (a) and (b) of this whereas clause may be converted into warrants at the option of the lender, bearing the legend set forth in Exhibit B hereto (the Loan Convertible Warrants) at a purchase price of $1.50 per Loan Convertible Warrant; and
WHEREAS, following the consummation of the Offering, the Company may issue additional warrants (the Post-IPO Warrants and, collectively with the Public Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Warrants, the Warrants) in connection with, or following the consummation by the Company of, its initial Business Combination; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-[●]) (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the shares of Common Stock included in the Units (such shares of Common Stock included in the Units, the Public Shares); and
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; and
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 (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.