(e) Adjustments to Private Placement Warrants and Public Warrants. Notwithstanding anything to the contrary herein, the Holder will be entitled to the benefit of any adjustment on a most favored nation basis relative to the terms provided or applied to any holders of warrants (i) issued by Spartan to its sponsor in a private placement (the Private Placement Warrants) simultaneously with the closing of Spartans initial public offering of units, on August 14, 2018 (the IPO) or (ii) sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market) (the Public Warrants), so that the terms of this Section 7 will have terms no less favorable to the Holder than the terms of any outstading Private Placement Warrants and Public Warrants are to the holders thereof, as if the adjustment provisions in Section 4 of such Private Placement Warrants and Public Warrants were set forth herein, mutatis mutandis, and made by Fisker with reference to and for the purposes hereof.
8. Expiration of the Warrants. These Warrants shall expire and terminate and shall no longer be exercisable as of 5:00 p.m., Pacific time, on October 29, 2030 (such date, the Expiration Date). Nothing in this Section 8 shall limit any remedies of any party under the Cooperation Agreement in accordance with the terms, and subject to the limitations, thereof.
9. No Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of Fisker or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a stockholder of Fisker, as such, in each case, until such time as, and to the extent, the Holder is deemed to be the holder of record of Shares issued upon exercise of these Warrants pursuant to Section 3(c).
10. Representations, Warranties and Covenants of Fisker. Fisker represents, warrants and covenants to the Holder as follows:
(a) Organization, Good Standing and Corporate Power. Fisker is a company duly organized, validly existing and in good standing under the laws of Delaware. Fisker has all requisite corporate power and authority to execute, deliver and perform its obligations under these Warrants.
(b) Authorization. All corporate action on the part of Fisker (including, without limitation, its Board of Directors, officers and stockholders) necessary to authorize the execution, delivery and performance of these Warrants by Fisker has been taken. These Warrants constitutes the valid and legally binding obligations of Fisker, enforceable against Fisker in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c) Valid Issuance of Shares. The Underlying Shares have been duly reserved for issuance and, upon issuance in accordance with the terms of these Warrants, any Shares issued upon exercise of these Warrants will be duly authorized, validly issued, fully paid and nonassessable and issued free and clear of any lien, charge, security interest, pledge, or similar encumbrance. The offer, sale and issuance of these Warrants is not, and the offer, sale and issuance of any Shares upon exercise of these Warrants will not be, subject to and will not give rise to any preemptive rights or rights of first refusal with respect thereto. Subject to the accuracy of the Holders representations in Section 11, the offer, sale and issuance of these Warrants is, and the offer, sale and issuance of any Shares upon exercise of these Warrants will be, in compliance with all applicable federal and state securities laws.
(d) Governmental Consents and Filings. With the exception of any required filing of a Current Report on Form 8-K under the Exchange Act, no consent, approval, order, waiver, exemption or authorization of, registration, declaration, filing or qualification with, certification, notice, application or report to, any governmental authority, self-regulatory organization (including the New York Stock Exchange or any other applicable national securities exchanges) or any other third party is required on the part of Fisker in connection with the execution and delivery of these Warrants or the offer, sale, and issuance of these Warrants or the issuance of any Shares upon exercise hereof.