Warrant Agreement, as amended, dated as of August 20, 2020, by and between the registrant and The European Investment Bank, and form of warrant issued thereunder

Exhibit 4.3

EXECUTED VERSION

FI N° 91322

FI N° 92632

Serapis N° 2019-0497

DATED August 20, 2020

SPIRE (EGFF)

SPIRE GLOBAL, INC.

as the Company

AND

THE EUROPEAN INVESTMENT BANK

as the Original Warrantholder

WARRANT AGREEMENT

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THIS WARRANT AGREEMENT (this “Agreement”) is dated August 20, 2020

BETWEEN:

WHEREAS:

IT IS AGREED as follows:

“Adjustment Event” means the issue of any convertible securities or warrants or other issue of Shares by the Company (other than the issuance of Carve Out Stock or the issuance of convertible securities or warrants convertible into or exercisable for Carve Out Stock).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Applicable Law” means all applicable law and regulation which is binding on the Company.

“Articles” means the Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as Exhibit A.

“Bankruptcy or Insolvency Event” means of any of the following: (i) the admission by the Company or Borrower of its inability to pay its debts when and as they become due; (ii) the execution by the Company or Borrower of a general assignment for the benefit of creditors; (iii) the filing by or against the Company or Borrower of a petition in bankruptcy or any petition for relief under any bankruptcy, insolvency, or debtor’s relief law, or, in the case of any involuntary filing of a petition against the Company or Borrower, the continuation of such petition without dismissal for a period of sixty (60) days or more; (iv) the appointment of a receiver or trustee to take possession of the property or assets of the Company or Borrower; (v) any action to liquidate, dissolve, transfer, or wind up the business of the Company or Borrower under any applicable law; or (vi) any other corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) under any applicable law.

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“Borrower” means the Borrower under the Finance Contract, Spire Global Luxembourg S.à.r.l., a company incorporated in Luxembourg and a wholly owned Subsidiary of the Company.

“Business Day” means a day (other than a Saturday or Sunday) on which the Original Warrantholder and commercial banks are open for general business in Luxembourg and New York.

“Carve Out Stock” has the meaning set out in the Articles.

“Change-of-Control Event” means:

“Common Shares” means the shares of common stock of the Company, par value $0.0001 per share.

“Company Share Sale” means a sale, assignment, transfer or other disposal of all (or substantially all) of the issued share capital in the Company.

“Completion” means the issuance of Warrants in favor of the Original Warrantholder and the subscription by the Original Warrantholder of the Warrants.

“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise, and, for the avoidance of doubt, owning more than 50% (fifty per cent) of the shares of an entity would constitute Control. “Controlling” has the corresponding meaning.

“Debt Repayment Event” means a prepayment or repayment of any principal amount due in respect of a Loan, whether on a voluntary or compulsory basis.

“Directors” or “Board of Directors” means the directors or the board of directors of the Company from time to time.

“Distribution” means any dividend, distribution, payment or benefit of any kind given by the Company to its Shareholders (in their capacity as shareholders) after the date of this Agreement of its assets, profits, reserves or capital.

“Encumbrance” means any encumbrance, debenture, mortgage, blocking order, court decision, court order, leases, subleases, preliminary agreements on the conclusion of subleases, arrest, execution order, order preventing the sale of any assets, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption), or any agreement or arrangement to create any of the same.

“EUR” means the lawful currency of the Member States of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

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“Event” means:

“Event Notification” means a written notice from the Company to the Warrantholder informing it of the occurrence of an Event or that it anticipates an Event is reasonably likely to occur, and which sets out:

“Event of Default Repayment Demand” means a written demand by the Original Warrantholder on the Borrower for repayment of all or part of an outstanding Loan pursuant to Article 9 (Events of Default) of the Finance Contract.

“Exit” means:

“Expert” means an expert appointed in accordance with Schedule 4 (Expert Determination).

“Facility A Maturity Date” means the fifth (5^th) anniversary of the disbursement of the Tranche associated with Facility A under the Finance Contract.

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“Fair Market Value” means the value of a Warrant or a Warrant Share as determined in accordance with the valuation principles set out in paragraph 3 (Basis of Valuation) of Schedule 4 (Expert Determination) (for the avoidance of doubt, such principles will apply regardless of whether the valuation is being determined by the Warrantholder, the Company or the Expert as contemplated by any provision of this Agreement).

“Final Availability Date” has the meaning set out in the Finance Contract.

“Finance Contract” means the finance contract (governed by the laws of Luxembourg) dated on or about 24 July 2020, by and among the Company, the Borrower, and the Original Warrantholder, as lender, pursuant to which a loan facility of up to EUR 20,000,000 guaranteed by the Company, is made available.

“First Refusal Agreement” means the Amended and Restated First Refusal and Co-Sale Agreement, by and among the Company, and the investors and common holders, each as defined therein, dated as of 17 August 2017.

“Fully Diluted Share Capital” means, as at the relevant date, the aggregate of:

“Group” means the Company or any of its Subsidiaries, taken together as a whole.

“Group Asset Sale” means a sale, assignment, transfer or other disposal of all (or substantially all) of the assets and undertakings of the Group.

“Holding Company” means, in relation to a person, any entity in respect of which that person is a Subsidiary.

“Intercreditor Agreement” means an intercreditor agreement in form and substance satisfactory to the Original Warrantholder, entered or to be entered into by and among Silicon Valley Bank, the Borrower, the Company and the Original Warrantholder.

“Investors’ Rights Agreement” means the Amended and Restated Investors’ Rights Agreement among the Company, and the Shareholders listed on the schedules thereto, entered into on 17 August 2017, as amended from time to time.

“Joinder Agreement” means a joinder agreement to this Agreement in substantially the form set out in Schedule 5 (Joinder Agreement).

“Lead Organization” means the European Union, the United Nations, the International Monetary Fund, the Financial Stability Board, the Financial Action Task Force and the Organization for Economic Cooperation and Development.

“Listing” means the admission of:

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“Loan” has the meaning set out in the Finance Contract.

“Objection Period” means 15 Business Days from delivery of the draft Warrantholder’s Notice of Cancellation.

“Obligor” means the Company.

“Party” means a party to this Agreement.

“Put Option” means the Original Warrantholder’s right (but not the obligation) to require the Company to cancel or purchase any Warrant in consideration of the payment by the Company to the Warrantholder of the Termination Fee, exercisable one time at any time and in the Original Warrantholder’s sole discretion following the occurrence of an Event (including, for the avoidance of doubt, at any time after the Facility A Maturity Date).

“Recipient” means the recipient detailed in the relevant Warrant Exercise Notice.

“Sale” means:

“Shareholder” means any person or entity holding, at any time, Shares, which at the date of this Agreement are the holders of the issued and outstanding Shares of the Company listed on Schedule 1 (Shareholders) hereto.

“Shares” means the issued shares of any class in the share capital of the Company or, as applicable, shares of any class in the share capital of the Company to be issued, at any given point in time.

“Strike Price” means $0.0001 for each Warrant Share.

“Subsidiary” means in relation to a person, an entity over which that person has direct or indirect Control or in respect of which such person owns directly or indirectly more than 50% (fifty per cent.) of the voting capital or similar right of ownership.

“Supporting Calculations” means the basis of calculation, assumptions and working papers used to determine the Fair Market Value of any Warrant or Warrant Share.

“Termination Fee” means the fee payable by the Company to the Warrantholder following the delivery of the Warrantholder’s Notice of Cancellation, being an amount equal to the lesser of (a) the Fair Market Value of that Warrant, and (b) EUR 10,000,000 for the Warrants issued in connection with Facility A under the Finance Contract, and EUR 10,000,000 for the Warrants issued in connection with Facility B under the Finance Contract; provided that the Warrantholder may keep, or without restriction sell, transfer, or exercise Warrants representing the amount of Fair Market Value in excess of EUR 10,000,000 for the Warrants issued in connection with Facility A under the Finance Contract, and EUR 10,000,000 for the Warrants issued in connection with Facility B under the Finance Contract.

“Tranche” has the meaning set out in the Finance Contract.

“USD” means United States Dollars, the lawful currency of the United States of America.

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“Warrant Exercise Notice” means a notice in writing informing the Company of the Warrantholder’s exercise of its rights under any or all of the Warrants then outstanding and exercisable, setting out the full name and address of each Recipient to whom the Warrantholder wishes to have the Warrant Shares issued in accordance with the terms of this Agreement, and being accompanied by:

“Warrant Sale” means, in relation to any Warrant:

“Warrant Sale Option” means the right of the Warrantholder to carry out a Warrant Sale in relation to a Warrant.

“Warrant Share” means each Common Share to be issued upon the exercise of a Warrant.

“Warrantholder” means:

and only for so long as each of the foregoing holds any Warrant (and any related rights).

“Warrantholder’s Notice of Cancellation” means a notice of cancellation served by the Warrantholder on the Company in substantially the form set out in Schedule 3 (Warrantholder’s Notice of Cancellation).

“Warrants” means the right (but not the obligation) to subscribe for Warrant Shares pursuant to the terms of this Warrant Agreement.

“Warrants Certificate” means each of the physical certificates, duly signed by an authorized signatory, issued by the Company and registered on its books representing the Warrants issued pursuant to paragraph 2.1(b)(i), in each case substantially in the form set out in Schedule 2 (Warrants Certificate).

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Unless a contrary indication appears, a reference in this Agreement:

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If the number of Warrants to be exercisable to the Warrantholder would result in a fraction of a Warrant, the number of Warrants to be issued shall be rounded up to the nearest whole number.

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Following service (or deemed service) of an Event Notification, the Obligors shall keep the Warrantholder informed in a timely manner of any and all material developments in relation to that Event, or anticipated Event and provide the Warrantholder in a timely manner with any information of which it becomes aware that might reasonably be required by the Warrantholder in order for the Warrantholder to calculate the Fair Market Value of the Warrants and the Warrant Shares by reference to such Event.

If, following service (or deemed service) of an Event Notification, it becomes apparent to any Obligor that the Event in question will not take effect, that Obligor shall as soon as practicable give written notice of that fact to the Warrantholder.

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make commercially reasonable efforts to ensure that the Warrantholder is treated as a Shareholder as if it had exercised the Warrants then outstanding and exercisable.

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Any Warrant Shares to be issued under this Agreement shall be issued by the Company to the Recipient no later than two (2) Business Days after that Warrant Exercise Notice was lodged pursuant to paragraph (b) of clause 4.1 (Exercise of Warrant) and the Company shall deliver original copies of the share certificates (or the e-shares equivalent if the Company is uncertificated) in respect of such Warrant Shares to the Recipient within that two (2) Business Days period.

Immediately after the exercise of the relevant Warrant Shares, the Company shall enter the name of the Recipient(s) in the Company’s register of shareholders as the holder of the relevant Warrant Shares and provide the Recipient of evidence of such.

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no other warrants, options or other rights for the issue of Shares have been granted by the Company;

For so long as any Warrants remain exercisable or outstanding, the Company undertakes to the Warrantholder to:

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For so long as any Warrants remain exercisable or outstanding, no Obligor shall, except with the written consent of the Warrantholder:

The Company and Warrantholder agree that:

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This Agreement ceases to have effect when the Warrantholder has exercised all of the Warrants, or when all the Warrants have been cancelled in accordance with the terms of this Agreement.

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shall not occur until:

Any payment under this Agreement which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

Any amendment to this Agreement shall be made in writing and shall be signed by the Parties. For the avoidance of doubt, any accession to this Agreement pursuant to 11.2 (Assignment and Joinder Agreement) shall not be deemed to be an amendment to this Agreement.

Failure to exercise, or a delay in exercising, a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Agreement does not constitute a waiver of a subsequent or prior breach of this Agreement.

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The rights and remedies provided by this Agreement are cumulative and do not exclude any rights and remedies provided by law.

If, at any time, any term of this Agreement is or becomes illegal, invalid or unenforceable in any respect, or this Agreement is or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect:

Nothing in this Agreement constitutes a partnership between the Parties or constitutes any Party as agent of another Party for any purpose whatever and no Party has authority or power to bind the other or to contract in the name of or create liability against another Party in any way or for any purpose.

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Except as provided in section 20.3 below, each party shall bear their own costs and expenses, including legal, accountancy and other advisers and any exchange charges, incurred in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Agreement or any ancillary documents, any amendment, supplement or waiver in respect of this Agreement or any ancillary document.

Payments to be made by any Obligor shall be made in EUR, unless otherwise agreed in writing with the Warrantholder.

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This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

Each Obligor shall, at its cost, execute all documents and do all acts and things as the Warrantholder might reasonably consider necessary or desirable for the purpose of giving the Warrantholder the full benefit of all the provisions of this Agreement.

Except as set forth in paragraph 5.2(c), a person who is not a Party hereto is not entitled to any rights under this Agreement.

This Agreement constitutes the entire agreement between Parties in relation to the grant of the Warrants and the issue of Warrant Shares, and supersedes any previous agreement, whether express or implied, on the same matter.

[The remainder of this page is intentionally left blank. Signatures to follow.]

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SCHEDULE 1

SHAREHOLDERS

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SCHEDULE 2

FORM OF WARRANTS CERTIFICATE

[See attached]

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THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION, AND THE REQUIREMENTS OF SECTIONS 5.3 AND 5.4 BELOW ARE SATISFIED.

COMMON STOCK WARRANT

Company: SPIRE GLOBAL, INC., a Delaware corporation, d/b/a Spire Global

Number of Shares of Common Stock: [            ]

Warrant Price: $0.0001 per share

Issue Date: [            ]

Credit Facility: This Common Stock Warrant (this “Warrant”) is issued in connection with that certain Finance Contract, dated as of July 24, 2020, by and among Spire Global, Inc. (the “Company”), Spire Global Luxembourg S.à.r.l. (the “Borrower”), and The European Investment Bank (the “Bank”), and pursuant to that certain Warrant Agreement, dated as of August 20, 2020, by and among the Company, the Borrower, and the Bank (the “Warrant Agreement”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Warrant Agreement.

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, THE EUROPEAN INVESTMENT BANK (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to acquire the number of fully paid and non-assessable shares of the above-stated common stock (the “Common Stock”) of the Company at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant and the Warrant Agreement.

SECTION 1. EXERCISE.

1.1    Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Warrant Exercise Notice in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being acquired.

1.2    Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y*(A-B)/A

where:

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1.3    Fair Market Value. If the Company’s Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the closing price or last sale price of a share of Common Stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Warrant Exercise Notice to the Company. If the Company’s Common Stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4    Delivery of Certificate and New Warrant. Within five (5) Business Days after the Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5    Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of a loss affidavit and indemnity reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6    Treatment of Warrant Upon a Sale of the Company or Change-of-Control Event.

(a)    Upon the closing of any Sale or Change-of-Control Event (collectively, an “Acquisition”) the acquiring, surviving or successor entity shall assume the obligations of this Warrant and the Warrant Agreement, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant and the Warrant Agreement.

(b)    As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

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1.7    Warrant Agreement. For clarity’s sake, the Company and the Holder hereby acknowledge that this Warrant is subject to Sections 2.3. 4.2 and 4.3 of the Warrant Agreement.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1    Stock Dividends, Splits, Etc.

(a)    If the Company declares or pays a dividend or distribution on the outstanding shares of the Common Stock payable in securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Common Stock by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Common Stock are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

(b)    If the Company at any time declares or pays a dividend or distribution on the outstanding shares of the Common Stock payable in cash or property of the Company (except any dividend or distribution specifically provided for in the foregoing subsection (a)), then, in each such of the Shares as of the record date fixed for the determination of the stockholders of the Company entitled to receive such dividend or distribution.

2.2    Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Common Stock are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.3 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3    No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded up to the nearest whole Share.

2.4    Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Common Stock and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing promptly, setting forth the adjustments to the Warrant Price, class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer or Chief Executive Officer, including computations of such adjustment and the Warrant Price, class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1    Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(a)    The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Company Common Stock or options to acquire shares of Company Common Stock were last sold and issued prior to the Issue Date hereof.

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(b)    All Shares which may be issued upon the exercise of this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of securities as will be sufficient to permit the exercise in full of this Warrant. If at any time the Company does not have sufficient authorized shares to comply with the foregoing, the Company promptly will take all steps necessary in order to comply.

(c)    The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

(d)    The number of Shares first set forth above represents not less than 1.0% of the Fully Diluted Share Capital of the Company (after taking into account the issuance of the Warrants) as of the date of the Finance Contract.

3.2    Notice of Certain Events. If the Company at any time:

(a)    proposes to declare any dividend or distribution upon the outstanding shares of the Company’s stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b)    proposes to effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Common Stock;

(c)    proposes to liquidate, dissolve or wind up;

(d)    becomes aware of a bona fide offer to purchase Shares (whether involving a formal offer by way of an offer document, an invitation to join a transaction to be evidenced by a sale and purchase agreement or otherwise) is made to the Shareholders of more than (i) 50% (fifty per cent) of the Shares or (ii) 50% (fifty per cent) of the Shareholders; or

(e)    becomes aware of, or proposes to effect an Event;

then, in connection with each such event, the Company shall give Holder:

(1)    in the case of the matters referred to in (a) above, at least three (3) Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Common Stock will be entitled thereto) or for determining rights to vote, if any,

(2)    in the case of the matters referred to in (b) above, promptly, and in any event at least five (5) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice);

(3)    in the case of the matter referred to in (c), immediately shall send written notice of such event as set forth in Section 8.1 of the Warrant Agreement;

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(4)    in the case of the matter referred to in (d), immediately upon becoming aware of the offer, written notice of such offer as set forth in Section 5.3 of the Warrant Agreement; and

(5)    in the case of an Event referred to in (e), an Event Notification as set forth in Section 3 of the Warrant Agreement.

Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1    Acquisition for Own Account. The Holder represents that it has not been organized, reorganized, or recapitalized specifically for the purpose of investing in the Company.

4.2    Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3    Investment Experience. The Holder understands that the Warrant involves substantial risk. The Holder (a) has experience as an investor in unregistered securities, (b) has sufficient knowledge and experience in financial and business affairs that the Holder is capable of evaluating the risks and merits of its investment in the Warrant and Shares issued upon any exercise hereof, and (c) has the ability to bear the economic risk of the Holder’s investment in the Warrant and Shares issued upon any exercise hereof.

4.4    Accredited Investor Status. Holder is an “accredited investor” as such term is defined in Regulation D promulgated under the Act.

4.5    The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

4.6    No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1    Termination. This Warrant shall terminate when the Holder has exercised this Warrant in its entirety, or when this Warrant has been cancelled in accordance with the terms of the Warrant Agreement.

5.2    Legends. The Shares shall be imprinted with legends in substantially the following form:

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THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN COMMON STOCK WARRANT ISSUED BY THE ISSUER TO THE EUROPEAN INVESTMENT BANK DATED [            ], MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

5.3    Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with Section 5.4 below, Section 11 of the Warrant Agreement, and applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act (such transferee, a “Permitted Transferee”). Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4    Transfer Procedure. Subject to the provisions of Section 5.2 and Section 11 of the Warrant Agreement, and upon providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to a Permitted Transferee, provided, however, in connection with any such transfer, Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the Permitted Transferee and Holder will surrender this Warrant to the Company for reissuance to the Permitted Transferee(s) (and Holder if applicable); and provided further, that such Permitted Transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant.

5.5    Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

The European Investment Bank

OPS/ENPST/3-GC&IF

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98-100 boulevard Konrad Adenauer

L-2950 Luxembourg

Email address: ***@***

With a copy, which shall not constitute notice, to:

Clifford Chance US LLP

31 West 52^nd Street

New York, NY 10019

Attention: Anand Saha

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

SPIRE GLOBAL, INC.

Attn: Legal Department

251 Rhode Island Street, Suite 204

San Francisco, CA 94104

Email: ***@***

With a copy, which shall not constitute notice, to:

Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA ###-###-####

Attention: Andrew Hill; David Hu

5.6    Amendments and Waivers. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the Company and the Holder. No failure or other delay by the Holder hereof exercising any right, power, or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

5.7    Market Stand-off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a Listing and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately before the effective date of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions shall only be applicable to the Holder if all of the Company’s officers and directors and holders of 1% or more of the Company’s outstanding stock enter into similar agreements. In the event that any director or officer, or any holder of 1% or more of the Company’s outstanding stock are released from his, her or its lock-up agreement pursuant to this Section 5.7, the Company will use its best efforts to cause the underwriters to release the Holder pro rata; provided, however, that neither the Company nor the underwriters shall be required to comply with such pro rata release of the Holder if the Company’s board of directors determines that such director or officer, or holder of 1% or more of the Company’s outstanding stock is experiencing financial hardship and has no other reasonably available sources of liquidity. The underwriters in connection with the Company’s Listing are intended third party beneficiaries of this Section 5.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party

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hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s initial Listing that are consistent with this Section 5.7 or that are necessary to give further effect thereto, subject to customary exceptions contained therein. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Shares of the Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. For the avoidance of any doubt, the provisions of this Section 5.7 will in no way affect, limit, or prevent the Holder’s rights to exercise the Put Option at any time in its sole discretion following the occurrence of an Event.

5.8    Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.9    Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

5.10    Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

5.11    Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.12    Business Days. “Business Day” means a day (other than a Saturday or Sunday) on which the Holder and commercial banks are open for general business in Luxembourg and New York.

5.13    No Impairment. Except as set forth in Section 5.6, the Company will not, by amendment of its certificate of incorporation, or through reorganization, consolidation, merger, dissolution, sale of assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

[Remainder of page left blank intentionally] [Signature page follows]

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IN WITNESS WHEREOF, the parties have caused this Common Stock Warrant to be executed by their duly authorized representatives effective as of the Issue Date first above written.

COMPANY

SPIRE GLOBAL, INC.

HOLDER

THE EUROPEAN INVESTMENT BANK

APPENDIX 1

WARRANT EXERCISE NOTICE

1.     The undersigned Holder hereby exercises its right acquire shares of the Common Stock of SPIRE GLOBAL, INC. (the “Company”) in accordance with the attached Common Stock Warrant, and tenders payment of the aggregate Warrant Price for such shares as follows:

[    ] check in the amount of $             payable to order of the Company enclosed herewith

[    ] Wire transfer of immediately available funds to the Company’s account

[    ] Cashless Exercise pursuant to Section 1.2 of the Warrant

[    ] Other [Describe]                                                                          

2.     Please issue a certificate or certificates representing the Shares in the name specified below:

    Holder’s Name

    (Address)

3.     By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Common Stock as of the date hereof.

- 34 -

SCHEDULE 1

Company Capitalization Table

- 1 -

SCHEDULE 3

WARRANTHOLDER’S NOTICE OF CANCELLATION

To:    Spire Global, Inc.

251 Rhode Island Street, Suite 204

San Francisco, CA 94104

FAO:    [🌑]

WARRANT AGREEMENT BETWEEN, SPIRE GLOBAL, INC. AND THE EUROPEAN INVESTMENT BANK DATED AUGUST    , 2020 (THE “WARRANT AGREEMENT”)

We refer to the Warrant Agreement. Capitalised terms used in this Notice have the meanings ascribed to them in the Warrant Agreement.

Our good faith assessment of the number of Warrant Shares and the Fair Market Value of the Warrant Shares, is set out in the annex to this Notice, where the basis of calculation, assumptions and working papers are shown. Accordingly, the Termination Fee is EUR [ *** ].

Please countersign this Notice to indicate your acceptance of this Notice and remit the Termination Fee to the following account:

We hereby confirm our agreement to the Notice of Cancellation becoming final and binding

- 2 -

ANNEX

SUPPORTING CALCULATIONS

[See attached]

- 3 -

SCHEDULE 4

EXPERT DETERMINATION

The Expert will be an independent, international and leading investment bank, a leading global firm of accountants, or a leading valuation firm, as jointly appointed by the Company and the Warrantholder. Failing agreement as to such appointment after ten Business Days of the proposed referral to the Expert pursuant to paragraph (d) of clause 4.3 (Put Option) by the Warrantholder and/or the Company, the Company shall (in its sole discretion acting reasonably) appoint an Expert satisfying the following criteria: an independent valuation firm of recognized standing engaged in the business of valuing venture capital backed companies at all stages of development (from start-up to maturity), and not formerly or as of the date of valuation engaged by the Company or any of its affiliates or the Warrantholder. For the avoidance of any doubt, any valuations produced by Carta Inc., its successors or affiliates, or any similar equity management provider, will not be an acceptable valuation for any purposes, and Carta Inc., its successors or affiliates, or any similar equity management provider, or their respective enterprise valuation teams or analysts, will not be an acceptable Expert.

The Expert will:

The valuation of the fair market value shall be determined:

The valuation shall be by guided by the International Private Equity and Venture Capital Valuation Guidelines as such are amended from time to time or the valuation guidelines applicable in a specific jurisdiction.

For the purposes of this paragraph 3 (Basis of valuation), “Orderly Transaction” means a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving the respective assets or liabilities.

- 4 -

The Parties shall co-operate with each other and shall take all reasonable action as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with the provisions of this Schedule 4.

If the Expert is unable for whatever reason to act, or does not deliver the decision within the time required by paragraph 2(b) (Duties of Expert), the Company and the Warrantholder shall appoint a replacement expert in accordance with paragraph 1 (Identity and selection of Expert) of this Schedule 4 (Expert Determination).

All matters under this Schedule 4 will be conducted, and the Expert’s decision will be written, in the English language.

The Parties are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such information assistance and documents as the Expert reasonably requires for the purpose of reaching a decision subject to the Expert agreeing to give such confidentiality undertakings as the Parties may reasonably require.

To the extent not provided for by this Schedule 4, the Expert may, in its reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist it in reaching its determination.

The Parties shall promptly take all such reasonable action which is necessary to give effect to the terms of this Schedule 4.

The Expert will act as an expert and not as an arbitrator. The Expert will determine any dispute arising in connection with the provisions of this Schedule 4, its jurisdiction to determine the matters and issues referred to it, or its terms of reference. The Expert’s written decision on the matters referred to it will be final and binding in the absence of manifest error or fraud.

The Expert’s fees and any costs properly incurred by it in arriving at its determination (including any fees and costs of any advisers appointed by the Expert) will be borne by the Company.

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SCHEDULE 5

JOINDER AGREEMENT

THIS AGREEMENT is made on 20[ *** ] by the person whose contact details appear in the schedule (the “New Shareholder”).

WHEREAS:

Option A: to be used where Shares are to be transferred

and to which [ *** ] (the “Transferor”) is a party [by virtue of a Joinder Agreement dated [•]], the Transferor has agreed to sell and transfer to the New Shareholder [Insert number and class of Shares] (the “Shares”) conditional upon the New Shareholder entering into this Joinder Agreement.

Option B: to be used when Shares are to be subscribed

, the Company will issue to the New Shareholder [insert number and class of Shares] (the “Shares”), conditional upon the New Shareholder entering into this Joinder Agreement.

THIS AGREEMENT WITNESSES:

The schedule

Details of New Shareholder

[The remainder of this page is intentionally left blank. Signatures to follow.]

- 6 -

EXECUTED by

Agreed and Acknowledged:

COMPANY

- 7 -

SCHEDULE 6

CAPITALIZATION TABLE

[See attached]

- 8 -

SIGNATURE PAGE TO THE WARRANT AGREEMENT

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

COMPANY

ORIGINAL WARRANTHOLDER

EXHIBIT A

ARTICLES

[See Attached]

- 32 -

FIRST AMENDMENT

TO

WARRANT AGREEMENT

THIS FIRST AMENDMENT (the “First Amendment”) to Warrant Agreement (as defined below) is entered into by and between Spire Global, Inc., a Delaware corporation (the “Company”), and The European Investment Bank, having its seat at 98-100 Boulevard Konrad Adenauer, L-2950 Luxembourg (the “Bank”). The effective date of this First Amendment will be the “Effective Date” defined in the Finance Contract (each as defined below).

WHEREAS, the Company and the Bank are parties to the Warrant Agreement, dated as of 20 August 2020 (the “Agreement”); and

WHEREAS, the signatories hereto represent the parties necessary to make an amendment to the Agreement in writing, pursuant to Section 13 of the Agreement;

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Bank hereby agree to amend the Agreement by this First Amendment, and the parties to this First Amendment further agree, as follows:

1.    Addition of Definition of “Effective Date.” The following definition of “Effective Date” is hereby added in Section 1.1 of the Agreement, after the definition of “Distribution” and before the definition of “Encumbrance”:

“Effective Date” has the meaning given to it in the Finance Contract.

2.    Amendment to Definition of “Finance Contract.” The definition of “Finance Contract” provided in Section 1.1 of the Agreement is hereby deleted and replaced with the following:

“Finance Contract” means the Finance Contract originally signed in Luxembourg and Seattle, Washington on 24 July 2020, by and among the Company, the Borrower, and the Original Warrantholder, as lender, pursuant to which a loan facility of up to EUR 20,000,000 guaranteed by the Company, is made available, as amended and restated pursuant to an amendment agreement (governed by the laws of Luxembourg), dated as of the Effective Date, and as may be further amended, modified, restated, replaced, or supplemented from time to time.

3.    Amendment to Definition of “Intercreditor Agreement.” The definition of “Intercreditor Agreement” provided in Section 1.1 of the Agreement is hereby deleted and replaced with the following:

“Intercreditor Agreement” means an intercreditor agreement in form and substance satisfactory to the Original Warrantholder, entered or to be entered into by and among Eastward Fund Management, LLC, the Borrower, the Company, Austin Satellite Design, LLC, and the Original Warrantholder, dated as of the Effective Date, and as may be further amended, modified, restated, replaced, or supplemented from time to time.

4.    Affirmation.    The parties to this First Amendment hereby affirm all other provisions, commitments, obligations, and agreements as set forth in the Agreement, except as specifically amended and modified herein, and confirm that the Agreement, as amended by this First Amendment, will be enforceable against the parties hereto in all respects. The Agreement and this First Amendment will be read and construed together as a single agreement and the term “Agreement” as used throughout the Agreement, will henceforth be deemed a reference to the Agreement as amended by this First Amendment.

5.    Headings. The headings of the various sections of this First Amendment have been inserted for convenience of reference only and will not be deemed to be a part of this First Amendment.

6.    Governing Law. This First Amendment will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

7.    Counterparts. This First Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument. In making proof of this First Amendment, it will not be necessary to produce or account for more than one such counterpart. Signature pages delivered by facsimile, email, or in .PDF format will be valid as originals for all purposes hereof.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this First Amendment to Warrant Agreement as of the Effective Date first above written.

[Signature Page to First Amendment to Warrant Agreement]

SECOND AMENDMENT

TO

WARRANT AGREEMENT

THIS SECOND AMENDMENT (the “Second Amendment”) to Warrant Agreement (as defined below) is made as of this 30th day of August, 2021, by and between Spire Global Subsidiary, Inc. (formerly known as Spire Global, Inc.), a Delaware corporation (the “Company”), and The European Investment Bank, having its seat at 98-100 Boulevard Konrad Adenauer, L-2950 Luxembourg (the “Bank”).

WHEREAS, the Company and the Bank are parties to the Warrant Agreement, dated as of 20 August 2020, as amended by that certain First Amendment to Warrant Agreement dated 30 December 2020 (collectively, the “Agreement”); and

WHEREAS, the signatories hereto represent the parties necessary to make an amendment to the Agreement in writing, pursuant to Section 13 of the Agreement;

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Bank hereby agree to amend the Agreement by this Second Amendment, and the parties to this Second Amendment further agree, as follows:

1.    Amendment to the Definition of “Put Option.” The definition of “Put Option” provided in Section 1.1 of the Agreement is hereby deleted and replaced in its entirety with the following:

“Put Option” means the Original Warrantholder’s right (but not the obligation) to require the Company to cancel or purchase any Warrant (or any portion of any Warrant) in consideration of the payment by the Company to the Warrantholder of the Termination Fee, exercisable in whole (one time only) or in part (but in no more than two (2) separate partial exercises), at any time and in the Original Warrantholder’s sole discretion following the occurrence of an Event (including, for the avoidance of doubt, at any time after the Facility A Maturity Date).

2.    Amendment to the Exercise of the Put Option.” Sections 4.3(a) and 4.3(b) (Put Option) of the Agreement are hereby deleted in their entirety and replaced with the following:

(a)    The Company irrevocably grants the Put Option to the Warrantholder on the terms set forth in this Agreement. The Put Option may be exercised in whole at one time or in part (but in no more than two (2) separate partial exercises) by the Warrantholder at its sole discretion in relation to any Warrant on and at any time after the occurrence of an Event (including, for the avoidance of doubt, at any time after the Facility A Maturity Date).

(b)    

(i)    The Put Option shall be exercised by the Warrantholder serving upon the Company a draft Warrantholder’s Notice of Cancellation which upon being served is irrevocable except with the consent of the Company. The Warrantholder’s Notice of Cancellation shall indicate whether the Put Option is being exercised in full or in part, and, if in part, shall indicate the number of Warrants subject to cancellation. Notwithstanding the foregoing, the Put Option shall automatically be exercised in full, without notice of further action by any party, upon a Bankruptcy or Insolvency Event.

(ii)    If the Put Option is exercised by the Warrantholder in part, then in connection with the initial partial exercise of the Put Option, the Company shall cancel the underlying Warrants Certificate(s) in respect of such Warrants, and shall issue and deliver new replacement Warrants Certificate(s) of like tenor for the balance of such Warrants. The replacement Warrants Certificate(s) will be delivered to the Warrantholder promptly, and in any event no later than the date of delivery of the aggregate Termination Fee in respect of the relevant Warrants, as set forth in clause 4.3(e).

3.    Fees. Without prejudice to any previous agreements on the payment of fees and expenses between the Company and the Original Warrantholder, the Company shall bear the Original Warrantholder’s reasonable out-of-pocket legal costs, including reasonable fees of local counsel, incurred in respect of (i) the preparation, execution, and delivery of the Second Amendment to the Agreement, and (ii) local counsel’s review for purposes of assessing the impact of the contemplated public listing of the Company following its merger with a special purpose acquisition company (SPAC) on the Original Warrantholder’s rights under the Warrant Agreement, payable when and as invoiced; provided that the Company may deduct from the proceeds of any future Termination Fee paid to the Original Warrantholder the amount of such legal costs incurred by the Original Warrantholder referred to in clauses (i) and (ii) above, which shall in no event exceed USD 35,000.

4.    Amendment to the Form of Warrantholder’s Notice of Cancellation. Schedule 3 (Warrantholder’s Notice of Cancellation) is hereby deleted in its entirety and replaced with the form of Warrantholder’s Notice of Cancellation set forth in Exhibit A hereto.

5.    Affirmation.    The parties to this Second Amendment hereby affirm all other provisions, commitments, obligations, and agreements as set forth in the Agreement, except as specifically amended and modified herein, and confirm that the Agreement, as amended by this Second Amendment, will be enforceable against the parties hereto in all respects. The Agreement and this Second Amendment will be read and construed together as a single agreement and the term “Agreement” as used throughout the Agreement, will henceforth be deemed a reference to the Agreement as amended by this Second Amendment.

6.    Headings. The headings of the various sections of this Second Amendment have been inserted for convenience of reference only and will not be deemed to be a part of this Second Amendment.

7.    Governing Law. This Second Amendment will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

8.    Counterparts. This Second Amendment may be executed and delivered in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument. In making proof of this Second Amendment, it will not be necessary to produce or account for more than one such counterpart. Signature pages delivered by facsimile, email, or in .PDF format will be valid as originals for all purposes hereof.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Second Amendment to Warrant Agreement as of the date first above written.

[Signature Page to Second Amendment to Warrant Agreement]

EXHIBIT A

SCHEDULE 3

WARRANTHOLDER’S NOTICE OF CANCELLATION

(THE “NOTICE”)

251 Rhode Island Street, Suite 204

San Francisco, CA 94104

FAO:     [●]

Warrant Agreement between, Spire Global Subsidiary, Inc. and the European Investment Bank dated August 20, 2020, as amended and in effect to date (the “Warrant Agreement”)

We refer to the Warrant Agreement. Capitalised terms used in this Notice have the meanings ascribed to them in the Warrant Agreement.

Our good faith assessment of the number of Warrant Shares and the Fair Market Value of the Warrant Shares, is set out in the annex to this Notice, where the basis of calculation, assumptions and working papers are shown.

We hereby provide [this one time]¹ notice for cancellation of [ *** ]% of the outstanding Warrant Shares (or [ *** ] Warrant Shares) underlying the Common Stock Warrant(s) issued as of [August 20, 2020 [and/or] October 29, 2020]. Accordingly, the associated Termination Fee in respect of such cancellation is EUR [ *** ]. [Please note that we may deliver a second Notice for the balance of the Warrant Shares at any time hereafter and in our sole discretion.]²

Please countersign this Notice to indicate your acceptance of this Notice and remit the Termination Fee to the following account:

Signed by    ...................................................

for and on behalf of

European Investment Bank

We hereby confirm our agreement to the Notice of Cancellation becoming final and binding

ANNEX

SUPPORTING CALCULATIONS

[See attached]