Common use of Closing Clause in Contracts

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing (the "Closing") of any purchase and sale of shares of Common Stock by a party hereto pursuant to this Article II (a "Share Purchase") shall take place at the principal office of the sale of Company or at such other location as may be mutually agreed upon by the Shares contemplated hereby party purchasing such shares (the “Closing”, "Purchaser") and the party selling such shares (the "Seller") on such date on and at such time as shall be specified by the Purchaser in a written notice (the "Closing Notice") delivered to the Seller as promptly as practicable after the Purchaser becomes entitled to purchase such shares in accordance with the provisions of this Agreement (or, if applicable, the date upon which the Closing actually occursapplicable Purchase Price for such shares is determined in accordance with the terms of this Agreement), the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing which date shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business ten nor more than 30 days from after the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registernotice; provided, however, that if the obligation to issue the Shares condition to the Investor is contingent upon SPAC having received obligations of the Subscription Amount Purchaser and the Seller to consummate such Share Purchase set forth in full accordance with this Section 2. If 2.10 shall not have been satisfied as of the Closing does not occur within ten (10) business days following the Scheduled Closing Date date specified in the Closing Notice, SPAC the date and time of the Closing shall promptly be postponed until the first Business Day on which such condition shall have been satisfied. At the Closing, (i) the Seller shall deliver to Purchaser a certificate or certificates evidencing the shares of Common Stock to be sold by the Seller, duly endorsed in blank or accompanied by stock powers duly executed in blank or otherwise in a form acceptable for transfer on the books of the Company, and (ii) the Purchaser shall deliver to the Seller a certified or official bank check payable to the order of the Seller in an amount equal to the applicable Purchase Price, whereupon all right, title and interest in and to such shares of Common Stock will pass to the Purchaser. If the Seller fails to tender for transfer certificates evidencing the shares of Common Stock to be sold at the Closing, the Company will treat the Share Purchase as having been completed if the Purchaser delivers to the Company the aforementioned certified or official bank check (which the Company will hold in trust for the Seller), and the Seller thereafter will have no rights as a holder of such shares of Common Stock (including, but not later than three (3) business days thereafter) return the Subscription Amount in full limited to, any rights to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, vote such return of funds shall not terminate this Subscription Agreement shares or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance receive dividends with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such dayrespect thereto).

Closing. (a) The closing of the purchase and sale of the Shares transaction contemplated hereby (the “Closing”, and in this Agreement shall occur on the date on which and in the Closing actually occurs, manner specified in the Basic Terms section of this Agreement (the “Closing Date”) is contingent upon ), provided that all conditions precedent to the consummation Closing have been fulfilled or have been waived in writing by the respective party entitled to waive same. Notwithstanding anything contained in this Agreement to the contrary, if any of the Domestication and homes comprising the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than Property become vacant at least five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing DateVacant Homes”), (iBuyer shall have the right to defer the purchase of the Vacant Homes until such time as Seller enters into a lease for such homes with tenants satisfying qualification standards mutually acceptable to Seller and Buyer, and upon terms reasonably acceptable to Buyer. The closing(s) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares Vacant Homes shall occur on a date mutually acceptable to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued Seller and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (Buyer but not later than three fifteen (315) business days thereafter) return after Seller notifies Buyer that the Subscription Amount conditions in full the preceding sentence have been satisfied with respect to the Investor; providedapplicable Vacant Homes. In such event, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return the amount of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares Purchase Price paid by Buyer at the Closing Date and at each subsequent closing of the Vacant Homes thereafter shall be based on the Assigned Home Value of the homes purchased at each respective closing. Further notwithstanding anything contained in this Agreement to the contrary, if Seller fails to enter into a lease for any of the Vacant Homes with tenants that satisfy Buyer’s tenant qualification standards and upon terms acceptable to Buyer within sixty (60) days after the delivery initial Closing Date, Buyer shall have the right to exclude any such Vacant Homes from the transaction contemplated under this Agreement by SPAC of a subsequent Closing Notice delivering written notice to Seller, in accordance which event neither party shall have any further rights or obligations with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law respect to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Vacant Homes.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) ), that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date anticipated closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, SPAC shall issue a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement, the organizational documents of SPAC or state or federal securities laws) in the name of the Investor (or its nominee in accordance with its delivery instructions) and as promptly as practicable after the Closing, on and as of the Closing Date, on SPAC’s share register; provided, however, that the SPAC’s obligation to issue the Shares to the Investor under this Subscription Agreement is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten three (103) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; providedInvestor by wire transfer of United States dollars in immediately available funds, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return and any book entries of funds Shares shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to, the consummation of the Transaction. Not less than three (3) Business Days prior to the anticipated closing date on which of the Closing actually occurs, Transaction (the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of), the Transaction. Upon delivery of Company shall provide written notice from (or on behalf of) SPAC to the Investor Subscriber (the “Closing Funding Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the anticipated Closing Notice is delivered to the InvestorDate, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order Applicable Purchase Price for the Shares to be issued to and instructions for wiring the Investor, including, without limitation, Applicable Purchase Price for the legal name of Shares. For the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 purposes hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of “Business Day” means a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreementday, “business day” shall mean a day other than a Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by law applicable laws to close close. No later than 5:00 PM EST on the date that is two (excluding 2) Business Days prior to the anticipated Closing Date (and, in any event, no more than one (1) Business Day following the Company’s provision of the Funding Notice pursuant to this Section 3.1), Subscriber shall deliver to the Company the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Funding Notice, such funds to be held by the Company in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Company shall deliver to Subscriber the Shares in book-entry form, in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as a result applicable. In the event the closing of “stay at home”the Business Combination does not occur on the Closing Date, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at Company shall promptly (but not later than two (2) Business Days thereafter) return the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Applicable Purchase Price to Subscriber.

Closing. The With respect to each Acquired Companies Acquisition, subject to the satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the sale of the Shares contemplated hereby Interest and the consummation of such Acquired Companies Acquisition (the each, a “Closing”, and ) shall take place at the offices of Seller (or at such other place as the Parties may designate in writing) on the third (3rd) Business Day following the date on which all of the applicable Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing actually occursbut subject to the satisfaction or waiver of such Closing Conditions) or waived by the Party entitled to waive the applicable Closing Condition, unless another date is agreed to in writing by Purchaser and Seller. Unless otherwise agreed by the Parties in writing, the “Closing shall be deemed effective and all right, title and interest of Seller in the applicable Interest to be acquired by Purchaser shall be considered to have passed to Purchaser as of 12:01 a.m. Eastern Time on the Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall of any Acquired Companies Acquisition may occur substantially concurrently simultaneously with and be conditioned upon the effectiveness ofClosing or Closings of one or more other Acquired Companies Acquisitions or the Closings of one or more Acquired Companies Acquisitions may occur on separate Closing Dates, subject in each case to each Closing occurring prior to the termination of this Agreement or, if applicable, the Transaction. Upon delivery partial termination of written notice from (or on behalf of) SPAC this Agreement with respect to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions Acquired Companies Acquisition with respect to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)occur.

Closing. The closing transactions contemplated by this Agreement shall be consummated (the "Closing") on or before thirty (30) days following the expiration of the sale of Feasibility Period or the Shares contemplated hereby Extended Feasibility Period (the “Closing”"Closing Date"), and at 10:00 o'clock A.M. at the date on which offices of Sherman, Silverstein, Xxxx, Xxxx & Xxxxxxxx, P.A., 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000. Buyer shall have the right to extend the Closing actually occurs, the “Date for a period of up to thirty (30) days ("Extended Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of"), the Transaction. Upon delivery of by serving written notice from thereof upon Seller on or before ten (or on behalf of10) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified and simultaneously therewith delivering to the Escrow Agent, as hereinafter defined, the Third Deposit required by Paragraph 2(a)(ii). The said time for Closing as well as all other times for performance set forth in this Agreement are hereby agreed to be of the essence of this Agreement. Tender of an executed Deed is hereby waived. Immediately prior to the Closing Notice (Date or the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Extended Closing Date, Buyer shall have the right to close the loan (the "Purchase Money Mortgage Loan"), if any, which is financing a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name portion of the Investor on SPAC’s share register; providedPurchase Price, howeverat a place designated by the lender (the "Purchase Money Lender") of the Purchase Money Mortgage Loan, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or if required by law to close (excluding as a result condition of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or closing the closure of any physical branch locations at Purchase Money Mortgage Loan by the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Purchase Money Lender.

Closing. The closing Unless this Agreement shall have been terminated pursuant to Section 8.1 and subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of the sale conditions set forth in Article 7 hereof, the closing (or if there are Remedial Sites, then the initial closing) of the Shares contemplated hereby Transactions (the “Closing”) will take place, and at 10:00 a.m., on the Closing Date, at the offices of Exxxxxx & Axxxxx, LLP, 2000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 on the Business Day that is the seventh (7th) Business Day after the date on which all of the conditions set forth in Article 7 (other than those which require delivery of opinions or documents at the Closing) shall have been satisfied or waived, unless another date, time or place is agreed to in writing by the parties. The date on which the Closing actually occurs, occurs is herein referred to as the “Closing Date”) is contingent upon .” At the consummation Closing, each of the Domestication parties shall deliver such bills of sale, assignments, Special Warranty Deeds, landlord consents, estoppels, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the substantially concurrent consummation of the Transactionparties and their respective counsel. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness ofAt Closing, the Transaction. Upon delivery of written notice from Initial Purchase Price shall be paid by (or on behalf ofa) SPAC the Deposit Escrow Agent delivering to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorRemedial Site Escrow Agent, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds or internal book entry, the amount of Escrowed Funds determined in accordance with Section 3.3(d), (b) the Deposit Escrow Agent delivering to Seller, by wire transfer of immediately available funds, the account(sdifference, if any, between (x) specified the amount of Escrowed Funds and (y) the amount of Escrowed Funds deposited or deemed deposited with the Remedial Site Escrow Agent pursuant to clause (a) above and (c) Buyer delivering to Seller, by SPAC wire transfer of immediately available funds, the balance of the Initial Purchase Price. All payments shall be made to such account (or accounts) in the Closing Notice and (ii) any other information that is reasonably requested United States as Seller shall designate in the Closing Notice in order for the Shares written instructions to be issued to the Investor, including, without limitationBuyer, the legal name of Deposit Escrow Agent and the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but Remedial Site Escrow Agent not later than three two (32) business days thereafter) return the Subscription Amount in full Business Days prior to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Closing.

Closing. (a) The closing of the purchase and sale of the Shares contemplated hereby herein shall close (the “Closing”) on June 19, 2013, subject to Purchaser’s and Seller’s right to extend the Closing as provided in Section 9(a)(iii) above. As used herein, the term “Closing” means the date and time that the transaction contemplated by this Agreement is consummated (meaning the time that the Purchase Price and the date on which Deed are exchanged). The parties shall conduct an escrow-style closing through the Closing actually occursEscrow Agent so that it will not be necessary for any party to attend the Closing. Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the “Closing Date”) is contingent Property to Purchaser upon the consummation confirmation of receipt of the Domestication and Purchase Price by the substantially concurrent consummation Escrow Agent as set forth below. Provided all conditions precedent to Purchaser’s obligations hereunder have been satisfied, Purchaser agrees to pay the amount specified in Section 3 by timely delivering the same to the Escrow Agent no later than 11:00 A.M. Pacific Time on the day of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the TransactionClosing. Upon delivery Closing, Seller will deliver to Purchaser at the Property: originals or, if originals are unavailable, copies, of written notice from (or on behalf of) SPAC the Leases and all service contracts then in effect to the Investor (extent in Seller’s possession; originals or, if originals are unavailable, copies, of the “Closing Notice”) that SPAC reasonably expects all conditions documents listed on Exhibit C, plans and specifications, technical manuals and similar materials for the Improvements to the closing extent same are in Seller’s possession and have not previously been provided to Purchaser; originals or, if originals are unavailable, copies, of all books and records relating to the operation of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered Property and maintained by Seller during Seller’s ownership thereof, to the Investorextent same are in Seller’s possession, the Investor shall deliver to SPACbut excluding Proprietary Materials; originals or, three (3) business days prior if originals are unavailable, copies, of all permits, licenses and approvals relating to the Closing Date specified in ownership, use or operation of the Closing Notice (the “Scheduled Closing Date”)Property, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC extent same are in the Closing Notice Seller’s possession; and (ii) any other information that is reasonably requested keys and combinations in the Closing Notice in order for the Shares to be issued Seller’s possession relating to the Investor, including, without limitation, the legal name operation of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Property.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”, and the ) shall occur on a closing date on which the Closing actually occurs, (the “Closing Date”) is contingent upon specified in the consummation of Closing Notice (as defined below), which closing shall occur on the Domestication same day, and the substantially concurrent consummation of with, the Transaction. The Acquisition Closing; provided that the Closing shall occur substantially concurrently with and be conditioned upon no earlier than immediately after the effectiveness ofInitial Merger Effective Time (as defined in the Business Combination Agreement) (the “Transaction Closing Date”). Not less than ten (10) business days prior to the anticipated Transaction Closing Date, the Transaction. Upon delivery of Issuer shall provide written notice from (or on behalf of) SPAC to the Investor Subscriber (the “Closing Notice”) that SPAC reasonably expects all conditions to of such anticipated Transaction Closing Date and the closing Closing Date. Subscriber shall deliver, as promptly as practicable following receipt of evidence of issuance of the Transaction to be satisfied or waived Shares described below, on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (Purchase Price for the “Scheduled Closing Date”), (i) the Subscription Amount Shares by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by SPAC the Issuer in the Closing Notice. On the Closing Date immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) and prior to the delivery of the Purchase Price for the Shares by the Subscriber, the Issuer shall deliver to Subscriber (1) the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date (it being understood that the delivery of items (1) and (2) as described in this sentence shall be a condition precedent to Subscriber’s obligation to deliver the Purchase Price). In the event that the Subscriber has not delivered the Purchase Price to the Issuer’s bank account specified in the Closing Notice and within one (ii1) any other information that is reasonably requested business day of such funding having been initiated in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name accordance with this agreement (or if such Subscriber has not initiated funding of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8Purchase Price within one (1) business day of the Closing), as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in any book entry form with restrictive legends entries in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC Subscriber shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean a day day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York York, the Cayman Islands or Singapore are authorized or required by law to close close. In the event the Transaction Closing Date does not occur within two (excluding as a result 2) business days after the expected Transaction Closing Date, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of “stay at home”U.S. dollars in immediately available funds to the account specified by Subscriber, “shelter-in-place”and any book entries in the name of Subscriber shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, “non-essential employee” such return of funds shall not terminate this Subscription Agreement or any other similar orders or restrictions or relieve Subscriber of its obligation to purchase the closure of any physical branch locations Shares at the direction Closing upon delivery of any governmental authority so long as a new Closing Notice in accordance with the electronic funds transfer systemsterms of this Section 2.1. Prior to or at Closing, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.]

Closing. The If all conditions contained in Section 7.03 are satisfied, the Lender shall cause the Collateral Release Property to be released from the Collateral Pool, at a closing to be held at offices designated by the Lender on a Closing Date selected by the Lender, and occurring within 30 days after the Lender’s receipt of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from Collateral Release Request (or on behalf of) SPAC such other date to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to Borrower and the InvestorLender may agree, the Investor shall deliver to SPACprovided that in any Calendar Quarter, three (3) business days prior to the Closing Date specified for any release shall be on the same day as the Closing Date of any addition of an Additional Mortgaged Property to the Collateral Pool pursuant to Article VI of this Agreement or any increase in the Closing Notice Credit Facility pursuant to Article VIII of this Agreement), by executing and delivering, and causing all applicable parties to execute and deliver, all at the sole cost and expense of the Borrower, instruments, in the form customarily used by the Lender and reasonably satisfactory to the Title Company for releases in the jurisdiction governing the perfection of the security interest being released, releasing the applicable Security Instrument as a Lien on the Collateral Release Property, and UCC-3 Termination Statements terminating the UCC-1 Financing Statements perfecting a Lien on the portion of the Collateral Release Property comprised of personal property and such other documents and instruments as the Borrower may reasonably request evidencing the release of the applicable Collateral from any lien securing the Obligations (including a termination of any restriction on the use of any accounts relating to the Collateral Release Property) and the release and return to the Borrower of any and all escrowed amounts relating thereto. The instruments referred to in the preceding sentence are referred to in this Article as the “Scheduled Closing DateCollateral Release Documents.”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, of the TransactionTransaction and immediately after the Merger (as defined in the Transaction Agreement). Upon (i) satisfaction or waiver of the conditions set forth in this Section 2 and Section 3 of this Subscription Agreement and (ii) delivery of written notice from (or on behalf of) SPAC FSD to the Investor (the “Closing Notice”) that SPAC FSD reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investorundersigned (the “Closing Date”), the Investor shall deliver to SPAC, three (3) business days prior to FSD on the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC FSD in the Closing Notice and (iiwhich account shall not be an escrow account) any other information that is reasonably requested in against delivery by FSD to the Investor on the Closing Notice in order for Date (A) the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to of this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of the Investor on SPAC(or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as applicable, and (B) evidence from FSD’s share register; provided, however, that transfer agent evidencing the obligation to issue the Shares issuance to the Investor is contingent upon SPAC having received of such Shares on and as of the Subscription Amount in full accordance with this Section 2Closing Date. If the Closing closing of the Transaction does not occur within ten two (102) business days following the Scheduled Closing Date specified in Business Days after the Closing NoticeDate, SPAC FSD shall promptly (but not later than three two (32) business days thereafterBusiness Days after the Closing Date) return the Subscription Amount funds so delivered by the Investor to FSD by wire transfer in full immediately available funds to the account specified by the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, (a) any Saturday or Sunday or (b) any other day on which commercial banks in New York, New York and Boston, Massachusetts are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)the general transaction of business.

Closing. The closing of the sale of the Equity Support Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which the Closing actually occurs, (the “Closing Date”) and is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall expected to occur substantially concurrently with the Transaction Closing. Subject to the satisfaction or waiver of the conditions set forth in this Section 2 and be conditioned in Section 3 below, upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor each Subscriber (the “Closing Notice”) ), that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction Closing to be satisfied or waived on a date an expected Closing Date that is not less than five ten (510) business days from the date on which the Closing Notice is delivered to the InvestorSubscribers, the Investor each Subscriber shall deliver to SPACthe Collateral Account, three (3) business days prior to on the expected Closing Date specified in the Closing Notice Notice, the amount equal to (x) the number of its Equity Support Shares, multiplied by (y) the Per Share Subscription Price (as applicable to such Subscriber, the “Scheduled Closing DateSubscription Amount”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(sCollateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Subscription Amount to the Collateral Account, the Issuer shall have made (i) specified the Collateral Account Deposit minus the Subscription Amount (as evidenced by SPAC in a statement from the Closing Notice Collateral Account issued by the Securities Intermediary) and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares have paid or caused to be issued paid to each Subscriber an amount in USD (the “Option Premium”) equal to the Investorproduct of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000, including, without limitation, based on the legal name ratio that the Maximum Subscription Amount of such Subscriber bears to the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8Total Maximum Subscription Amount, as applicableset forth in Schedule B (the “Option Premium Payment”). On the Closing Date, a number of Shares shall be issued Date and prior to the Investor set forth on release of the signature page Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to this Subscription Agreement each Subscriber and subsequently such cause the Equity Support Shares shall to be registered in book entry form with restrictive legends in the name of such Subscriber on the Investor on SPACIssuer’s share register; providedregister (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Equity Support Shares, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly to the Collateral Account (less, for the avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be paid to each Subscriber the Option Premium Payment. For purposes of this Subscription Equity Support Agreement, “business day” shall mean a day day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” close. Prior to or any other similar orders or restrictions or the closure of any physical branch locations at the direction Closing, each Subscriber shall deliver to the Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction does not occur within two (2) business days after the Closing Date under this Equity Support Agreement, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to each Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by such Subscriber, and any governmental authority so long as book entries for the electronic Equity Support Shares shall be deemed repurchased and cancelled; provided that, unless this Equity Support Agreement has been terminated pursuant to Section 8 hereof, such return of funds transfer systems, including for wire transfers, shall not terminate this Equity Support Agreement or relieve any Subscriber of commercially banking institutions in New York, New York are generally open for use by customers on such day)its obligation to purchase the Equity Support Shares at the Closing.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to (but subject to), the consummation of the Transactions (the date on which of the Closing actually occursClosing, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction). Upon delivery of written notice from (or on behalf of) the Issuer and the SPAC to the Investor Subscriber (the “Closing Notice”) at least ten (10) Business Days prior to the date that the Issuer and the SPAC reasonably expects expect all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Expected Closing Date”), Subscriber shall deliver to the Issuer no later than three (i3) Business Days prior to the Subscription Amount Expected Closing Date, the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer and the SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but not no later than three two (32) business days Business Days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in full immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; providedClosing Date, that, unless this Subscription Agreement has been terminated pursuant and (ii) Subscriber shall remain obligated (A) to Section 8 hereof, such return redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the Shares at consummate the Closing upon satisfaction of the delivery by SPAC of a subsequent Closing Notice conditions set forth in accordance with this Section 23. For purposes At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Subscription AgreementSection 3, “business day” the Issuer shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law issue to close Subscriber (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use and accounts designated by customers on such day).Subscriber if so

Closing. The closing Debentures and Warrants shall be delivered to BUYER and the funds therefor shall be delivered to SELLER on the 22nd day of the sale of the Shares contemplated hereby October, 1997 (the “"Closing”, and ") or at such time to be mutually agreed in accordance with the date on which following procedures. SELLER shall execute the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing appropriate copies of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice Documents (the “Scheduled "SELLER'S Closing Date”Documents") and deliver the executed documents to Gowling, Strathy & Hendxxxxx, xxunsel for BUYER, with instructions to hold the documents in trust and not to release the documents to BUYER until advised to do so by SELLER. BUYER shall execute the appropriate copies of the Transaction Documents (the "BUYER'S Closing Documents") and deliver the executed documents to Alstxx & Xird, counsel for SELLER, with instructions to hold the documents in trust and not to release the documents to SELLER until advised to do so by BUYER. Immediately after BUYER has confirmed that its counsel has received the SELLER'S Closing Documents executed by SELLER, then BUYER shall pay to SELLER the principal amount of the Debentures for which BUYER subscribed (the "Purchase Price"). BUYER shall pay the Purchase Price, (i) the Subscription Amount less all appropriate legal fees and commissions by wire transfer of United States dollars in immediately available funds in accordance with the following instructions: Mellon Bank, Pittsburgh, P.A. ABA# 0430-0000-0 Credit: Merrxxx Xxxcx Acct# 101-1730 For further credit to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. CytRx Corporation Acct# 701-96D69 On the banking day that SELLER has confirmed that its counsel has received the BUYER'S Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement Documents and subsequently such Shares shall be registered in book entry form is credited with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount Purchase Price (the "Closing Date"), SELLER shall advise BUYER. Immediately thereafter, SELLER shall advise Gowling, Strathy & Hendxxxxx xx release the SELLER'S Closing Documents to BUYER and BUYER shall advise Alstxx & Xird to release the BUYER'S Closing Documents to SELLER. The Transaction Documents shall not be deemed to have been delivered except in full accordance with the procedure described in this Section 24. If the Closing Date does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Noticebefore October 23, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full 1997, then either party may terminate this Agreement immediately upon written notice to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant other party and all Transaction Documents shall be deemed to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)be null and void.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to (but subject to), the consummation of the Transactions (the date on which of the Closing actually occursClosing, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction). Upon delivery of written notice from (or on behalf of) the Issuer and the SPAC to the Investor Subscriber (the “Closing Notice”) at least ten (10) Business Days prior to the date that the Issuer and the SPAC reasonably expects expect all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Expected Closing Date”), Subscriber shall deliver to the Issuer no later than three (i3) Business Days prior to the Subscription Amount Expected Closing Date, the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by the Issuer and the SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but not no later than three two (32) business days Business Days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in full immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; providedClosing Date, that, unless this Subscription Agreement has been terminated pursuant and (ii) Subscriber shall remain obligated (A) to Section 8 hereof, such return redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the Shares at consummate the Closing upon satisfaction of the delivery conditions set forth in this Section 3. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber (or the funds and accounts designated by SPAC of a subsequent Closing Notice Subscriber if so designated by Subscriber, or its nominee in accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer (a copy of which showing Subscriber as the owner of the Subscribed Shares on and as of the Closing Date shall be provided to Subscriber on the Closing Date or promptly thereafter). For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean a means any day other than a Saturdaythat, Sunday or other day on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. The closing “Closing” means the exchange of money and documents pursuant to Sections 14.1 and 14.2 as described herein and, which, will be deemed to have occurred when the applicable documents and funds, subject to the holdback provided herein, have been delivered into and released from Escrow in accordance with this Agreement. The Closing shall be consummated by the Parties’ delivery of the sale of instruments and documents described in Sections 14.1 and 14.2 to the Shares contemplated hereby Escrow Agent who is to hold such instruments and documents in escrow (the “Closing”, and the date on which the Closing actually occurs, the “Closing DateEscrow”) is contingent upon and deliver them to the consummation of the Domestication and the substantially concurrent consummation of the TransactionParties as provided in Section 14.3. The Closing shall occur substantially concurrently (A) on the later of (i) thirty (30) days after the expiration of the Study Period, (ii) thirty (30) days after Seller has provided to Buyer the final Employee Data File and (iii) thirty (30) days after Buyer has conducted its on-site “onboarding” meeting with and be conditioned upon employees, or (B) such earlier date as is requested by Buyer; provided, however, that if the effectiveness ofClosing is scheduled to occur on a day other than the last business day of a calendar month, the TransactionClosing Date shall be the last business day of such calendar month. Upon delivery Notwithstanding the foregoing, the Closing shall be subject to the following Buyer extension rights: (X) so long as Buyer is using commercially reasonable efforts to obtain the Financing, Buyer shall have the right to extend the Closing Date for a period of written notice from up to an additional sixty (60) days to provide Buyer additional time to obtain the Financing (or on behalf ofsuch shorter period of time that is actually required for Buyer to obtain the Financing) SPAC and (Y) so long as Buyer is using commercially reasonable efforts to procure the Investor (Licensure Approvals, Buyer shall have the right to extend the “Closing Notice”Date” (as hereinafter defined) that SPAC reasonably expects all conditions to until the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from after the date that Buyer has procured all such Licensure Approvals (the Closing Date again to occur on the last business day of a calendar month as provided in the immediately prior sentence). Notwithstanding the foregoing, if on the date that is sixty (60) days after the scheduled Closing Date (the “Outside Closing Date”), the Licensure Approval Condition has not been satisfied, Buyer shall have the right, in its sole discretion, to terminate this Agreement for a failure of such Closing Condition, in which event the Deposit shall be returned forthwith to Buyer. The date on which the Closing Notice occurs as provided in this Agreement as described herein is delivered to called the Investor“Closing Date.” For all purposes under this Agreement, the Investor Closing shall deliver be deemed to SPAChave occurred at 12:00:01 a.m. local time (i.e., three (3) business days prior to the Closing Date specified in the Closing Notice (time zone where the “Scheduled Closing Date”), (iProperty is located) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On on the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to (but subject to), the consummation of the Transactions and the terms and conditions of this Subscription Agreement (the date on which of the Closing actually occursClosing, the “Closing Date”). Not less than five (5) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC Business Days prior to the Investor (date that the “Closing Notice”) that SPAC Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Expected Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) specifying (i) the Subscription Amount Expected Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer. Subscriber shall deliver to the Issuer no later than two (2) Business Days prior to the Expected Closing Date, the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified Issuer in the Closing Notice, SPAC such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but not no later than three two (32) business days Business Days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in full immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; providedClosing Date, that, and (ii) unless and until this Subscription Agreement has been is terminated pursuant in accordance with Section 5 herein, Subscriber shall remain obligated (A) to Section 8 hereof, such return redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the Shares at consummate the Closing upon satisfaction of the delivery conditions set forth in this Section 3. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber (or the funds and accounts designated by SPAC of a subsequent Closing Notice Subscriber if so designated by Subscriber, or its nominee in accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer (a copy of which showing Subscriber as the owner of the Subscribed Shares on and as of the Closing Date shall be provided to Subscriber on the Closing Date or promptly thereafter). For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean a means any day other than a Saturdaythat, Sunday or other day on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which of the Closing actually occurs, Transaction (the “Closing Date”) is contingent and be conditioned upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with Transaction and be conditioned upon satisfaction of the effectiveness of, the Transactionother conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor (the “Closing Notice”) that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACthe Issuer, (a) three (3) business days prior to the Closing Date expected closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account in an escrow bank specified by SPAC the Issuer in the Closing Notice Notice, to be held in escrow until the closing of the First Merger, or (b) on the expected closing date specified in the Closing Notice, the Subscription Amount to an account specified by the Issuer, or otherwise mutually agreed by the Investor and the Issuer due to regulatory reasons that apply to such Investor, by wire transfer of U.S. dollars in immediately available funds. As soon as practicable following, but not later than one (1) business day after the Closing Date, the Issuer shall (i) issue the Shares to the Investor, free and clear of any liens or other restrictions (other than those arising under applicable securities laws) and subsequently cause the Shares to be registered in book-entry form in the name of the Investor on the Issuer’s register of members and (ii) provide to the Investor evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, the Cayman Islands, Hong Kong SAR and People’s Republic of China (excluding, for the purposes of this Agreement only, Hong Kong SAR, Macau SAR and Taiwan, “PRC”), are authorized or required by law to close. If the Closing does not occur within ten (10) business days following the expected closing date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and the Investor, the Issuer shall promptly (but not later than two (2) business days thereafter) cause the return of the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled (to the extent the Shares are issued); provided that unless this Subscription Agreement has been terminated pursuant to Section 6, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2. Prior to or on the Closing Date, the Investor shall deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Shares Issuer to be issued to issue the InvestorShares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The (a) Subject to the terms and conditions of this Subscription Agreement, the closing of the sale acquisition of the Subscription Shares contemplated hereby (the “Closing”, and the ) shall occur on a closing date on which the Closing actually occurs, (the “Closing Date”) is contingent specified in the Closing Notice (as defined below), and the Closing shall be conditioned upon the consummation of the Domestication and the substantially concurrent consummation of the TransactionTransaction and the delivery prior to the Closing of certain Class B Ordinary Shares to the shareholders of the SPAC (the “Share Delivery”). The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon Following delivery of written notice from (or on behalf of) SPAC Issuer to the Investor that specifies the number of Subscription Shares (the “Closing Notice”) that SPAC Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date an expected Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorInvestor and containing the wire instructions for delivery of the Subscription Amount to Issuer, the Investor shall deliver to SPAC, three the Issuer two (32) business days prior to the expected Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (ix) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(sEscrow Account (as defined below) specified by SPAC Issuer in the Closing Notice Notice, to be held in such Escrow Account until the completion of the Share Delivery, and (iiy) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or W-8, as applicableappropriate Form W-8 of the Investor. On the Closing Date, a number of Shares shall be issued Subject to the Investor Issuer receiving such deliverables from the Investor, the satisfaction or waiver of the conditions set forth on in Section 3 below and the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name substantially concurrent consummation of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).Transaction:

Closing. The closing Subject to Section 4.3, the Closing (the "Closing") of the sale purchase of each Shareholder's Subject Shares referred to in Section 4.1 shall take place on the third (3rd) Business Day after the Purchase Date (the "Share Purchase Closing Date"); provided, that each of the Shares contemplated hereby (conditions set forth on Annex B shall have been satisfied or waived on such Share Purchase Closing Date. If the “Closing”, and the date conditions set forth on which the Annex B have not been satisfied or waived on such Share Purchase Closing actually occursDate, the “Share Purchase Closing Date”Date shall be the third (3rd) is contingent upon Business Day following the consummation satisfaction or waiver of the Domestication and the substantially concurrent consummation of the Transactionsuch conditions. The Closing shall occur substantially concurrently with and be conditioned upon take place at the effectiveness ofoffices of White & Case LLP, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing 1155 Avenue of the Transaction to be satisfied Americas, New York, New York. At the Closing, Parent or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall Sub will deliver to SPACeach Shareholder, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified account designated by SPAC such Shareholder to Parent or Sub prior to the Closing, the aggregate purchase price payable in respect of the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Subject Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name purchased from such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares Shareholder at the Closing upon and each Shareholder will deliver to Parent or Sub such Subject Shares, free and clear of all Liens, with the delivery certificate or certificates evidencing such Subject Shares being duly endorsed for transfer by SPAC such Shareholder and accompanied by all powers of a subsequent Closing Notice attorney and/or other instruments necessary to convey valid and unencumbered title thereto to Sub. Each Shareholder will pay all United States federal, state and local transfer taxes that may be payable in accordance connection with this Section 2. For purposes the sale of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law the Subject Shares to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Sub.

Closing. The closing of the purchase and sale of the Shares contemplated hereby Acquired Assets hereunder (the “Closing”) shall take place at 9:00 a.m. (Eastern time) at the offices of O’Melveny & Mxxxx LLP, and the date on which the Closing actually occursTimes Square Tower, the “Closing Date”) is contingent 7 Times Square, New York, New York, upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days Business Days written notice from Buyer to Seller after the date on which expiration of the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice Due Diligence Period (the “Scheduled Initial Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds subject to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name satisfaction or waiver of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor conditions set forth on in Article 10 hereof, which Closing shall occur in no event later than November 30, 2005 (the signature page “Termination Date”), unless another date or place is agreed to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in writing upon the name mutual agreement of the Investor on SPAC’s share registerparties hereto; provided, however, that the obligation parties hereto understand and agree that no such agreement to issue modify the Shares date or place shall be contemplated or obligatory. At the Closing, the parties shall deliver all funds, documents and instruments required to be delivered pursuant to Article 10 hereof. Notwithstanding the Investor is contingent upon SPAC having received foregoing, the Subscription Amount Buyer may elect, in full accordance with this Section 2. If its sole discretion, to extend the Closing does not occur within ten Termination Date to December 30, 2005 by notifying Seller in writing of such extension on or before November 25, 2005 (10) business days following such extension, if any, the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor“Extension”); provided, thathowever, unless in the event that Buyer elects the Extension, (i) Buyer shall deposit the Additional Deposit Amount with Escrow Agent and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent on the date of the Extension (the “Extension Date”) as a deposit against the Purchase Price, (ii) the Additional Deposit Amount shall be included in the Deposit Amount and the Deposit Amount shall total Six Million Dollars ($6,000,000) from, and including, the Extension Date, and (iii) the Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Subscription Agreement has been is terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day for any reason other than a Saturday, Sunday or other day on which commercial banks as otherwise expressly provided in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)this Agreement.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur on the date of, and the date on which the Closing actually occursimmediately prior to, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the TransactionTransactions. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor Subscriber (the “Closing Notice”) at least 5 Business Days prior to the date that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Expected Closing Date”), (i) Subscriber shall deliver to the Subscription Amount Issuer no later than three Business Days prior to the Expected Closing Date, the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified Issuer in the Closing Notice, SPAC such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated within five Business Days of the Expected Closing Date, the Issuer shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in full immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; providedClosing Date, that, unless this Subscription Agreement has been terminated pursuant and (ii) Subscriber shall remain obligated (A) to Section 8 hereof, such return redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the Shares at consummate the Closing upon satisfaction of the delivery by SPAC conditions set forth in this Section 3, subject to termination of a subsequent Closing Notice this Agreement in accordance with Section 5 below. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 23, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean a means any day other than a Saturdaythat, Sunday or other day on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. The closing consummation of the sale of the Shares contemplated hereby Mergers (the “Closing”) shall be held (a) at the offices of Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or (b) remotely by exchange of documents and signatures (or their electronic counterparts), in either case unless another place is agreed to in writing by the parties to this Agreement, on a date to be designated jointly by Parent and the Company, which shall be no later than the second (2nd) Business Day after the satisfaction or, to the extent permitted hereunder and by applicable Legal Requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Mergers set forth in Sections 5.1, 5.2 and 5.3, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions at the Closing, unless another time or date is agreed to in writing by Parent and the Company. The date on which the Closing actually occurs, takes place is referred to as the “Closing Date”) is contingent upon . Subject to the consummation provisions of this Agreement, at the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness ofClosing, the Transaction. Upon delivery parties shall cause a certificate of written notice from (or on behalf of) SPAC merger with respect to the Investor First Merger (the “Closing NoticeFirst Certificate of Merger”) that SPAC reasonably expects all conditions and immediately thereafter a certificate of merger with respect to the closing Second Merger (the “Second Certificate of Merger,” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be duly executed and filed with the Secretary of State of the Transaction to be satisfied State of Delaware (the “Delaware Secretary of State”) and make all other filings or waived recordings required by the DGCL and DLLCA in connection with effecting the Mergers. The Mergers shall become effective on a date that is not less than five (5) business days from the date on which and at such time as the Closing Notice is delivered Certificates of Merger are filed with the Delaware Secretary of State or at such later time as may be mutually agreed to in writing by Parent and the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date Company and specified in the Closing Notice Certificates of Merger (the time at which the First Merger becomes effective being referred to in this Agreement as the “Scheduled Closing DateFirst Effective Time” and the time at which the Second Merger becomes effective being referred to in this Agreement as the “Second Effective Time”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently on or before the CLOSING DATE, or at such other time as may be agreed by the parties in writing. Seller shall deliver the Vessel at the DELIVERY LOCATION (if blank, at Listing Agent’s principal place of business) together with all gear, machinery, equipment and be conditioned upon all other articles and appurtenances on board the effectiveness ofVessel as of the date of signature of this Agreement by the Buyer (“Items”), the Transaction. Upon delivery of except for those Items included in a written notice from exclusion list (or on behalf of) SPAC to the Investor (the “Closing NoticeExclusion List”) that SPAC reasonably expects all conditions delivered to the closing Buyer within two (2) days of the Transaction to be satisfied or waived on a date that is not less Execution, but in no event later than five Closing. If unacceptable, Buyer shall then have two (52) business days from receipt of the date Exclusion List (but in no event later than Closing) to deliver, at Buyer’s option, written notice of termination of this Agreement to Seller. In such event, after all expenses incurred in on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”)Buyer’s behalf have been paid, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and Agreement shall terminate, (ii) the parties and Brokers will be released from any other information that is reasonably requested in further liability hereunder, and (iii) the Closing Notice in order for the Shares Deposit shall be returned to be issued Buyer. Buyer’s failure to the Investor, including, without limitation, the legal name deliver timely notice of termination will constitute Buyer’s acceptance of the person in whose name such Shares are Exclusion List. Seller shall deliver to be issued and a duly executed Internal Revenue Service Form W-9 Brokers all necessary documents for transfer of title to Buyer on or W-8, as applicable. On before the Closing Date, a number . Final payment due at the time of Shares Closing shall be issued in the form of cleared funds. The preferred and accepted manner is for final payment by bank-to-bank wire transfer. Any other form of payment must be made early enough to allow funds to be cleared on or before the Closing Date. Any funds due Broker(s) for storage, insurance, repairs and/or other items accrued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares Seller’s account shall be registered in book entry form with restrictive legends in deducted from the name of the Investor on SPACSeller’s share register; provided, however, that the obligation net proceeds prior to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return disbursement of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Seller.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC ARYA to the Investor (the “Closing Notice”) ), that SPAC ARYA reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days Business Days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACARYA, three (3) business days Business Days prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Closing Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC ARYA in the Closing Notice and (ii) any other information that is reasonably requested Notice. For the avoidance of doubt, the Investor shall be required to pay in cash at the Closing Notice in order for an amount which, together with the Shares to be issued to Pre-Closing Series A Purchase Price Amount, shall equal the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableSubscription Amount. On the Closing Date, a number ARYA shall (i) subject to the cancellation, extinguishment and conversion of the Pre-Closing Series A Shares shall be issued pursuant to Section 2.1(b)(ix) of the Transaction Agreement, issue the Pre-Closing Series A Share Consideration to the Investor set forth on pursuant to, and as required by, Section 2.1(b)(ix) of the signature page Transaction Agreement and the other applicable provisions of the Transaction Agreement and (ii) issue the Closing Shares to the Investor pursuant to this Subscription Agreement Agreement, and subsequently cause all such Shares shall (which shall, for the avoidance of doubt, consist of the Pre-Closing Series A Share Consideration and the Closing Shares) to be registered in book entry form with restrictive legends in the name of the Investor on SPACARYA’s share register; provided, however, that the (x) ARYA’s obligation to issue the Closing Shares to the Investor under this Subscription Agreement is contingent upon SPAC ARYA having received the Closing Subscription Amount in full accordance with this Section 2. If 2 and (y) in no event shall the number of Shares issued to the Investor on the Closing does not occur within ten Date (10which shall, for the avoidance of doubt, consist of the Pre-Closing Series A Share Consideration issued in respect of Section 2.1(b)(ix) business days following of the Scheduled Transaction Agreement and the number of Closing Date specified Shares issued in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes respect of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day ) exceed the number of Shares set forth on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)signature page hereto.

Closing. The closing of the purchase and sale of the Shares contemplated hereby (the “Closing”) shall take place upon the closing under that certain Agreement and Plan of Merger, dated as of December 24, 2013, by and among the Company (under its former corporate name, Pinecrest Investments Group, Inc., PNCR, ACQUISITION, LLC., a California limited liability company and the wholly-owned subsidiary of PNCR (“Merger Sub”), and D&C DISTRIBUTORS, LLC, a California limited liability company (the “Target”)(the “Merger Agreement”). The time and date of the Closing is referred to herein as the “Closing Time”. At the Closing, (A) the Company shall deliver to Purchaser the duly executed Registration Rights Agreement and (B) Purchaser shall deliver to the Company (i) the Purchase Price and (ii) the duly executed Registration Rights Agreement in the form annexed hereto as Exhibit A (the “Registration Rights Agreement”), to be dated as of the date on which the Closing actually occurs. As quickly as shall be practicable after the Closing, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing Company shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for cause the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of Purchaser. The Shares shall be held in such form until (i) they are registered under the Investor on SPACSecurities Act pursuant to the Registration Rights Agreement (as that term is hereinafter defined), in which case, the Company shall deliver to Purchaser, upon the effectiveness of such registration, certificates (in such denominations as Purchaser shall request) representing the Shares without any restrictive legend or (ii) the Company has defaulted in its obligations to Purchaser under the Registration Rights Agreement, in which case, the Company shall deliver to Purchaser, upon Purchaser’s share register; providedrequest, howevercertificates a single certificate representing the Shares bearing the restrictive legend prescribed by Section 5.1 hereof. By completing the Closing, Purchaser shall be deemed to have confirmed to the Company, with the same effect as if Purchaser had so confirmed in writing, that Purchaser’s representations and warranties made in Section 2.2 were true and correct in all material respects as of the Closing Time, the compliance by Purchaser with its covenants in this Agreement to be complied with by it prior to the Closing Time and, except to the extent that any of the conditions precedent to the obligation of the Company set forth in Section 4.1 have been waived by the Company in writing, Purchaser’s satisfaction thereof. By completing the Closing, the Company shall be deemed to have confirmed to Purchaser, with the same effect as if the Company had so confirmed in writing, that the obligation Company’s representations and warranties made in Section 2.1 were true and correct in all material respects as of the Closing Time, the compliance by the Company with its covenants in this Agreement to issue the Shares be complied with by it prior to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing NoticeTime and, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full except to the Investor; providedextent that any of the conditions precedent to the obligation of Purchaser set forth in Section 4.2 have been waived by Purchaser in writing, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Company’s satisfaction thereof.

Closing. The closing of the sale sale, purchase and issuance of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with on the date of, and be conditioned upon immediately prior to, the effectiveness ofof the Transaction (the date the Closing so occurs, the Transaction“Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC ARYA to the Investor (the “Closing Notice”) ), that SPAC ARYA reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACARYA, three (3) business days prior to the Closing Date anticipated closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC ARYA in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares such funds to be issued to the Investor, including, without limitation, the legal name of the person held in whose name an escrow by ARYA or in such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableaccount(s) specified by ARYA). On the Closing Date, ARYA shall issue a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on SPACARYA’s share register; provided, however, that the ARYA’s obligation to issue the Shares to the Investor is contingent upon SPAC ARYA having received the Subscription Amount in full accordance with this Section 2. If In the event the Closing does not occur within ten two (102) business days following of the Scheduled anticipated Closing Date specified in the Closing Notice, SPAC ARYA shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC ARYA of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, Sunday or other a day on which commercial banks banking institutions in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)business.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent immediately subsequent consummation of the TransactionTransactions. The Closing shall occur substantially concurrently with and be conditioned upon immediately prior to the effectiveness of, of the TransactionTransactions. Upon delivery of written notice from (or on behalf of) SPAC XXXX to the Investor (the “Closing Notice”) that SPAC XXXX reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived occur on a specified date that is not less than five (5) business days from after the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACXXXX, three (3i) at least two business days prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC XXXX in the Closing Notice Notice, to be held in escrow until the Closing and (ii) at least three business days prior to the Closing Date, any other information that is reasonably requested in the Closing Notice in order for XXXX to issue the Investor the Shares to be issued to the Investoracquired hereunder, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a XXXX shall issue the number of Shares shall be issued to the Investor set forth on the signature page to of this Subscription Agreement to the Investor and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPACXXXX’s share register; register (provided, however, that the XXXX’s obligation to issue the such Shares to the Investor is contingent upon SPAC XXXX having received the Subscription Amount in full accordance with this Section 2), and the Subscription Amount shall be released from escrow automatically and without further action by XXXX or the Investor. If the Closing does not occur within ten (10) three business days following the Scheduled Closing Date specified in the Closing Notice, SPAC unless otherwise agreed to in writing by XXXX and the Investor, XXXX shall promptly return on the next business day (but not or such later than three (3date as shall be agreed in writing by the Investor) business days thereafter) return the Subscription Amount in full to the Investor; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof9, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC XXXX of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, any Saturday or Sunday or any other day on which commercial banks located in New York, New York are required or authorized or required by applicable law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including be closed for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)business.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon on the effectiveness closing date of, and immediately prior to, the consummation of the Transaction. Upon delivery of not less than three (3) business days’ written notice from (or on behalf of) SPAC the Company to the Investor Subscriber (the “Closing Notice”) that SPAC the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five three (53) business days from the date on which of the Closing Notice is delivered to the InvestorNotice, the Investor Subscriber shall deliver to SPACan independent third party escrow agent to the Closing selected by the Placement Agent and reasonably acceptable to the Company (the “Escrow Agent”), three at least one (31) business days day prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), to be held in escrow until the Closing pursuant to the terms of that certain Escrow Agreement entered into prior to the Closing Date, by and among the Company, the Escrow Agent and the Placement Agent (i) the Subscription Amount “Escrow Agent”), the Purchase Price for the Closing Securities by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC the Escrow Agent in the Closing Notice and (ii) any other information that is reasonably requested in against delivery by the Company to Subscriber of the Closing Notice Securities in order for book-entry form (or in certificated form if indicated by the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth Subscriber on the Subscriber’s signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in hereto). In the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If event the Closing does not occur within ten two (102) business days following the Scheduled Closing Date specified in of the Closing NoticeDate, SPAC the Escrow Agent shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount in full Purchase Price = to Subscriber otherwise pursuant to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return terms of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Escrow Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing Subject to the terms and conditions of this Agreement, the sale of the Shares and purchase contemplated hereby and described in this Article 2 shall take place at a closing in escrow (the “Closing”, and the date on which ) to be held at the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or Time on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified at the offices of Xxxxxx Xxxxx, in Reno, Nevada or at such other time or place or on such other date as the Seller and the Buyer may mutually agree upon in writing. Any cheque, document, instrument or thing which is to be delivered by any Party shall be tabled at the Closing at the place of Closing referred to above by the Party which is to deliver such cheque, document, instrument or thing. Notwithstanding the foregoing, the Parties hereto agree that on Closing in escrow on the Escrow Deposit Date, the Closing Documents (exclusive of the Amermin Side Letter, the Interim Power of Attorney and the Escrow Agreement) and the Initial Cash Payment (less the Released Cash) shall be deposited into escrow with the Escrow Agent, to be dealt with as provided in the Closing Notice (Escrow Agreement. The date the “Scheduled Closing Date”), (i) Escrow Release Condition is satisfied shall be the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in date that the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investoroccurs out of escrow, includinghowever, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number for the purposes of Shares this Agreement (as well as the transfer of the ADIT Shares) once Closing occurs out of escrow after the Parties deliver an Escrow Release Certificate (as defined in the Escrow Agreement) shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2Escrow Deposit Date. If the Closing does Escrow Release Condition is not occur within ten (10) business days following satisfied and or the Scheduled Closing Date specified escrow otherwise terminates as provided in the Escrow Agreement, then the said Closing Notice, SPAC Documents and the Initial Cash Payment as deposited in escrow shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full be returned to the Investor; provided, that, unless this Subscription Agreement has been terminated respective Parties who are entitled thereto pursuant to Section 8 hereof, such the Escrow Agreement and this Agreement shall terminate. The terms for the return of funds the Released Cash to the Buyer shall not terminate this Subscription Agreement or relieve be as set out in the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Amermin Side Letter.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which of the Closing actually occurs, Transaction (the “Closing Date”) is contingent and be conditioned upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with Transaction and be conditioned upon satisfaction of the effectiveness of, the Transactionother conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor (the “Closing Notice”) that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five ten (510) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACthe Issuer, three two (32) business days prior to the Closing Date expected closing date specified in the Closing Notice (and following the “Scheduled Closing Date”)Investor’s receipt of return of the Deposit pursuant to Section 4.2, (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account in an escrow bank specified by SPAC the Issuer in the Closing Notice Notice, to be held in escrow until the closing of the First Merger. As soon as practicable following, but not later than one (1) business day after the Closing Date, the Issuer shall (i) issue the Shares to the Investor, free and clear of any liens or other restrictions (other than those arising under applicable securities laws) and subsequently cause the Shares to be registered in book-entry form in the name of the Investor on the Issuer’s register of members and (ii) provide to the Investor evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, the Cayman Islands, Hong Kong SAR and People’s Republic of China (excluding, for the purposes of this Agreement only, Hong Kong SAR, Macau SAR and Taiwan, “PRC”), are authorized or required by law to close. If the Closing does not occur within ten (10) business days following the expected closing date specified in the Closing Notice, the Issuer shall, unless the Issuer and the Investor otherwise agree in writing that the Subscription Amount continues to be held in escrow in favor of the Investor, promptly (but not later than two (2) business days thereafter) cause the return of the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled (to the extent the Shares are issued); provided that unless this Subscription Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2. Prior to or on the Closing Date, the Investor shall deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Shares Issuer to be issued to issue the InvestorShares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. (a) At the Closing, the Stockholder will deliver to Bakex Xxxhxx x xertificate or certificates representing the Option Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and Bakex Xxxhxx xxxl pay the purchase price in immediately available funds by wire transfer to an account designated by the Stockholder. Transfer taxes, if any, imposed as a result of the exercise of the Option and the transfer of any Option Shares will be paid by the Stockholder. (b) The closing obligations of Bakex Xxxhxx xxx the Stockholder to consummate the purchase and sale of the Option Shares pursuant to this Article I will be subject to the fulfillment of the following conditions: (i) The expiration or termination of the waiting period applicable to the consummation of such transactions under the HSR Act; and (ii) Neither of the parties hereto shall be subject to any order of injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. 2 3 Each of the parties will promptly make, and will use all reasonable efforts to cause each of their respective affiliates to make, all such filings and take all such actions as may be reasonably required in order to permit the lawful exercise of the Option, as promptly as possible. The date of any Closing may be extended, if required, to the next business day following (1) the date that any applicable waiting period under the HSR Act shall have expired or been earlier terminated (but not beyond August 31, 1997 unless Drilex shall not have complied with its obligations under the Merger Agreement with respect thereto), (2) the date that all other necessary governmental approvals for the sale of the Option Shares contemplated hereby (for which the “Closing”Option shall have been exercised shall have been obtained, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior the satisfaction of any other condition to the Closing Date specified in the Closing Notice Closing; provided that any delay pursuant to clauses (the “Scheduled Closing Date”), (i2) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this exceed 10 business days. Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)1.04.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which of the Closing actually occurs, Transaction (the “Closing Date”) is contingent and be conditioned upon the consummation of the Domestication and the prior or substantially concurrent consummation of the TransactionTransaction and satisfaction of the other conditions set forth in Section 3 hereof. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from One (or on behalf of1) SPAC business day prior to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorDate, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC NextGen in writing at least three (3) business days prior to the Closing Date. On the Closing Date, NextGen shall (i) issue the Shares to the Investor and subsequently cause the Shares to be registered in book-entry form in the Closing Notice name of the Investor (or its nominee in accordance with delivery instructions, as applicable) on NextGen’s share register and (ii) any other information that is reasonably requested in as soon as practical following the Closing Notice in order for Closing, deliver to the Investor a certificate of NextGen’s transfer agent confirming the issuance and delivery of the Shares to be issued the Investor (or such nominee or custodian) as of the Closing Date (or such other evidence of issuance of the Shares from NextGen’s transfer agent reasonably acceptable to the Investor). For purposes of this Subscription Agreement, including“business day” shall mean any day, without limitationother than a Saturday, a Sunday or other day on which commercial banks in New York, New York or governmental authorities in the legal name of Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to close. Prior to or at the person in whose name such Shares are Closing Date, Investor shall deliver to be issued and NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. On In the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If event the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Noticeoccur, SPAC NextGen shall promptly (but not later than three (3) business days thereafter) return after the date on which Investor delivers the Subscription Amount in full to NextGen) return or cause the return of the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC NextGen of a subsequent Closing Notice in accordance with this Section 2. For purposes the avoidance of this doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription AgreementAmount for the Shares and prior to the Closing, “NextGen shall promptly (but not later than one (1) business day” shall mean a day other than a Saturday, Sunday thereafter) return the Subscription Amount to Investor without any deduction for or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure account of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systemstax, including for wire transferswithholding, of commercially banking institutions in New York, New York are generally open for use by customers on such day)charges or set-off.

Closing. (a) The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”, ” and the date on of which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, the Transactionconsummation of the Business Combination, provided that the Conversion may also take place after Closing but on the Closing Date. Upon (i) satisfaction or waiver in writing of the conditions set forth in Section 3 of this Subscription Agreement and (ii) delivery of written notice from (or on behalf of) SPAC New NAP to the Investor (the “Closing Notice”) ), that SPAC New NAP reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five ten (510) business calendar days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACNew NAP, three no later than two (32) business days Business Days prior to the anticipated Closing Date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC New NAP in the Closing Notice and (ii) any other information that is reasonably requested in if the Conversion takes place after Closing (but on the Closing Notice in order for the Shares to be issued to the InvestorDate), including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableand notarized power of attorney in favor of Dutch legal counsel to New NAP substantially in the form of Exhibit A hereto in order to effect the issuance of the Subscribed Shares pursuant to a notarial deed to that effect (the “PoA”). On the Closing Date, a number of New NAP shall (A) issue the Subscribed Shares shall be issued to the Investor set forth on the signature page and cause such Subscribed Shares to this Subscription Agreement and subsequently such Shares shall be registered in book book-entry form with restrictive legends in the name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as applicable, on SPACNew NAP’s share registerregister or the register of New NAP’s transfer agent, free and clear of all liens, encumbrances or other restrictions (other than those arising under applicable securities laws or those created by the Investor), and (B) provide evidence to the Investor of such issuance on and as of the Closing Date; provided, however, that the New NAP’s obligation to issue the Subscribed Shares to the Investor is contingent upon SPAC New NAP having received the Subscription Amount in full accordance with this Section 2. If and, if applicable, the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice duly executed and notarized PoA in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing If the minimum number of Shares required to be sold in the Offering pursuant to the Plans are subscribed for or ordered at or before the termination of the sale of the Shares contemplated hereby (the “Closing”Offering, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all other conditions to the closing completion of the Transaction Offering are satisfied, HoldCo agrees to be satisfied or waived on a date that is not less than five (5) business days from issue the date on which Shares at the Closing Notice is delivered to Time (as hereinafter defined) against payment therefor by the Investor, means authorized by the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerPlans; provided, however, that no funds shall be released to HoldCo until the obligation conditions specified in Section 10 hereof have been complied with to issue the reasonable satisfaction of the Agent. HoldCo shall deliver written notice of the issuance of the Shares in accordance with Section 1528(f) of the Pennsylvania Business Corporation Law (the “BCL”) in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If purchasers thereof as promptly as practicable after the Closing does not occur within ten Time. The Closing (10the “Closing”) shall be held at the offices of Xxxxxxx & Xxx, PC, 620 Freedom Business Center, King of Prussia, Pennsylvania, or at such other place as shall be agreed upon among the PPHI Parties and the Agent, at 9:00 a.m., Central Time, on the business day selected by HoldCo (the “Closing Date”), which business day shall be no less than two business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full giving of prior notice by HoldCo to the InvestorAgent or at such other time as shall be agreed upon by HoldCo and the Agent. At the Closing, HoldCo shall deliver to the Agent by wire transfer in same-day funds the commissions, fees and expenses owing as set forth in Sections 4 and 9 hereof and the opinions and other documents required hereby shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus; provided, thathowever, unless this Subscription Agreement has been terminated pursuant that all out-of-pocket expenses to which the Agent is entitled under Section 8 hereof, such return 9 hereof shall be due and payable upon receipt by HoldCo of funds a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent. The hour and date upon which HoldCo shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase release the Shares at the Closing upon the for delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, the terms hereof is referred to herein as the “business dayClosing Time.” The Agent shall mean a day other than a Saturday, Sunday have no liability to any party for the records or other day on which commercial banks in New York, New York are authorized information provided by the PPHI Parties (or required by law their agents) to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open Agent for use in allocating the Shares. Subject to the limitations of Section 11 hereof, the PPHI Parties shall indemnify and hold harmless the Agent for any liability arising out of the allocation of the Shares in accordance with (i) the Plans generally, and (ii) the records or other information provided to the Agent by customers on such daythe PPHI Parties (or their respective agents).

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC CCNB1 to the Investor (the “Closing Notice”) ), that SPAC CCNB1 reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACCCNB1, three (3) business days prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC CCNB1 in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, CCNB1 shall issue a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPACCCNB1’s share register; provided, however, that the CCNB1’s obligation to issue the Shares to the Investor is contingent upon SPAC CCNB1 having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten two (102) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC CCNB1 shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur on the date of, and substantially concurrently with (but contingent upon), the consummation of the Transactions (the date on which of the Closing actually occursClosing, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction). Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor Subscriber (the “Closing Notice”) (which notice shall specify (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer), at least five (5) Business Days prior to the date that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Expected Closing Date”), upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, Subscriber shall deliver to the Issuer, (i) the Subscription Amount Purchase Price for the Subscribed Shares, (A) no later than one (1) Business Day prior to the Expected Closing Date by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC the Issuer in the Closing Notice Notice, such funds to be held by the Issuer in escrow until the Closing, or (B) to an account specified by the Issuer and as otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”) and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares Issuer to be issued to issue the InvestorSubscribed Shares, including, without limitation, the legal name of the person in whose name such the Subscribed Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, the Subscriber delivering to the Issuer on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Shares. Notwithstanding the foregoing, for any Subscriber that informs the Issuer (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures above in this Section 3.1, the following shall apply: such Subscriber shall deliver at or before 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Issuer’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares being purchased by such Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. On the Closing Date, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a number custodian designated by Subscriber, as applicable, the Subscribed Shares, free and clear of Shares any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be issued uncertificated, with record ownership reflected only in the register of shareholders of the Issuer and shall, prior to Subscriber delivering the Investor set forth funds on the signature page to this Subscription Agreement and subsequently Closing Date as provided in clause (i), provide evidence of such Shares shall be registered in book entry form with restrictive legends in issuance from the name Issuer’s transfer agent showing Subscriber as the owner of the Investor Subscribed Shares on SPAC’s share register; provided, however, that and as of the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2Closing Date. If the Closing does Transactions are not occur consummated within ten (10) business days following Business Day after the Scheduled Expected Closing Date specified in Date, the Closing Notice, SPAC Issuer shall promptly (but not no later than three one (31) business days Business Day thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in full immediately available funds to an account specified by Subscriber, and the Subscribed Shares shall be cancelled. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; providedClosing Date, that, and (ii) unless and until this Subscription Agreement has been is terminated pursuant to in accordance with Section 8 5 hereof, such return Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the Shares at consummate the Closing upon satisfaction of the delivery by SPAC of a subsequent Closing Notice conditions set forth in accordance with this Section 23. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean a means any day other than a Saturdaythat, Sunday or other day on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. The initial closing of the sale and issuance of the Shares contemplated hereby Notes shall be held at the offices of GCA Law Partners LLP, 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx at 10:00 a.m. on March 15, 2012 or at such other time and place upon which the Company and the Investors who have agreed to purchase a majority of the aggregate principal amount of the Notes shall agree, provided that at such time indications of interest for a minimum of $7,000,000 in principal amount of Notes, in the aggregate, will have been received (hereinafter referred to as the “Initial Closing”, and ). In the date on which event there is a closing or subsequent sale following the Closing actually occursInitial Closing, the term “Closing” shall apply to the Initial Closing and such subsequent sale. The date of any Closing is referred to herein as the respective “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of.” At each Closing, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor Company shall deliver to SPAC, three (3) business days prior each Investor the Note to be purchased by such Investor against payment of the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount purchase price therefor by check or by wire transfer of United States dollars in immediately available funds made payable to the account(sorder of the Company. The Company may sell up to the balance of the Notes not sold at the Initial Closing at one or more additional closings on a date or dates not later than June 15, 2012 to (i) specified by SPAC in existing equity holders of the Closing Notice Company and to (ii) any one or more other information that is reasonably requested in the Closing Notice in order for the Shares to be issued additional purchasers mutually acceptable to the Investor, including, without limitation, the legal name Company and holders in interest of a majority of the person in whose name aggregate principal amount of the Notes sold at the Initial Closing at the price and on the terms set forth herein, provided that any such Shares are additional purchaser shall become a party to be issued this Agreement and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On have the Closing Date, a number of Shares shall be issued rights and obligations hereunder by executing and delivering to the Investor set forth on the Company an additional counterpart signature page to this Subscription Agreement Agreement. The representations and subsequently warranties of such Shares additional purchasers shall speak as of the date of such additional Closing. Any additional purchaser so acquiring Notes at any subsequent Closing shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the considered an “Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For ” for purposes of this Subscription Agreement, and any Notes so acquired by such additional purchaser at any subsequent Closing shall be considered “business dayNotes” for purposes of this Agreement and all other agreements contemplated hereby. Following any subsequent Closing, Exhibit A to this Agreement automatically shall mean a day other than a Saturday, Sunday or other day on which commercial banks be amended to add all Investors in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)subsequent Closing.

Closing. The closing (a) In the event Acquisition Corp. wishes to exercise the Top-Up Option, Acquisition Corp. shall send to the Company a written notice (a "TOP-UP EXERCISE NOTICE," the date of which notice is referred to herein as the "NOTICE DATE") specifying the number of shares of Common Stock to be acquired by Acquisition Corp. pursuant to the Top-Up Option, the denominations of the sale of certificate or certificates evidencing the Top-Up Option Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occursthat Acquisition Corp. wishes to receive, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to place for the closing of the Transaction purchase and sale pursuant to be satisfied or waived on the Top-Up Option (the "TOP-UP CLOSING") and a date that is not less earlier than five (5) one business day nor later than 10 business days after the Top-Up Notice Date for the Top-Up Closing (the "CLOSING DATE"); PROVIDED, HOWEVER, that (i) if the Top-Up Closing cannot be consummated by reason of any applicable law or order, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice such restriction on consummation has expired or been terminated and (ii) any other information that is reasonably requested in without limiting the Closing Notice in order for the Shares foregoing, if prior notification to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction approval of any governmental authority so long entity is required in connection with such purchase, Acquisition Corp. and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the electronic funds transfer systemscase may be, including for wire transfers(A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Company shall, promptly after receipt of commercially banking institutions in New Yorkthe Top-Up Exercise Notice, New York are generally open for use by customers on such day)deliver a written notice to Acquisition Corp. confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.

Closing. The closing of the sale of Integration Transaction, including the Shares contemplated hereby Merger (the “Closing”), shall take place on two consecutive Business Days commencing on the fifth Business Day following the day on which all the conditions set forth in ‎Article X are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) via electronic exchange of documents and signatures; provided that the Closing may occur on such other dates or at such other time and place as Xxx and Polaris may mutually agree in writing; provided, further, that (a) if the Parties have confirmed in writing that all the conditions set forth in ‎Article X are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but which conditions are capable of being satisfied at the Closing), then Polaris and Xxx shall each have the right to extend, from time to time, the Closing Dates for additional periods of time (any such extension of the Closing Dates, a “Closing Extension Period”), each such Closing Extension Period not to exceed 30 days, and the date on which the aggregate of all Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC Extension Periods not to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business exceed 120 days from the date on which the Closing Notice is delivered to would otherwise have occurred, and (b) at the Investorfinal expiration of any Closing Extension Period, the Investor Closing shall deliver to SPAC, three take place on the first two consecutive Business Days commencing on the fifth Business Day after the expiration of the final Closing Extension Period on which the conditions set forth in ‎Article X are satisfied or waived (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), other than those conditions (i) the Subscription Amount by wire transfer of United States dollars set forth in immediately available funds ‎Section 10.1(e) and any closing certificate related to the account(s) specified by SPAC in the Closing Notice and such Sections, (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares by their terms are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8satisfied at the Closing, as applicable. On the Closing Date, a number of Shares shall be issued but subject to the Investor set forth on the signature page to this Subscription Agreement and subsequently satisfaction or waiver of such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares conditions at the Closing upon and (iii) if such Closing Extension Period resulted from an exercise by Polaris of its right to extend the delivery by SPAC of a subsequent Closing Notice Closing, set forth in accordance with this Section 2‎Section 10.2(c)(i)). For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day The dates on which commercial banks in New York, New York the Closing actually occurs are authorized or required by law hereinafter referred to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)“Closing Dates.”

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”Unless this Agreement shall have been terminated in accordance with Article 9 hereof, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction Merger (the "Closing") will take place at the offices of Xxxxx Lovells US LLP, 000 00xx Xxxxxx XX, Xxxxxxxxxx, XX 00000 on a date and at a time to be mutually agreed upon by the Parties, but in no event later than the third (3rd) Business Day after all the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied or waived on a date that is not less than five (5) business days from at the date on which the Closing Notice is delivered Closing, but subject to the Investor, satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the Investor shall deliver to SPAC, three (3) business days prior Party entitled to the Closing Date specified in the Closing Notice benefit of such condition (the “Scheduled Closing Date”subject to applicable Law), (i) the Subscription Amount unless such date is extended by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name mutual agreement of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerParties; provided, however, that the obligation Company shall be entitled, by written notice to issue the Shares Parent no later than one (1) Business Day prior to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If date the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in would otherwise be required to occur, and which written notice certifies that Company is postponing the Closing Noticein order to consummate a BTC Sale Transaction or a BTC Spinoff, SPAC shall promptly (but not later than three (3) business days thereafter) return as the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated case may be and as was elected by Company pursuant to Section 8 hereof2.8, to postpone the Closing to a later date specified by Company in the notice (except that in no event shall such return of funds date be later than February 28, 2020); provided further that if Company shall not terminate have previously postponed the Closing pursuant to this Subscription Agreement sentence, Company shall be entitled to further postpone the Closing to a date later than the date specified by Company in such prior notice (except that in no event shall such date be later than February 28, 2020) by providing written notice to Parent no later than one (1) Business Day prior to the date the Closing would otherwise be required to occur certifying that Company is postponing the Closing in order to consummate a BTC Sale Transaction or relieve a BTC Spinoff, as the Investor of its obligation case may be and as was elected by Company pursuant to purchase the Shares Section 2.8; and provided further that if, pursuant to Section 2.8, (x) Company elected a BTC Sale Transaction and at the Closing upon the delivery by SPAC contemplated closing of a subsequent Closing Notice such BTC Sale Transaction in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks 2.8(e)(v) the purchaser in New York, New York are authorized or required by law such BTC Sale Transaction fails to close such BTC Sale Transaction, or (excluding as y) Company elected either a result of “stay at home”BTC Sale Transaction or a BTC Spinoff and on February 28, “shelter-in-place”2020 a BTC Sale Transaction or a BTC Spinoff, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systemscase may be, including for wire transfershas not been consummated, then in either case the Closing shall automatically be postponed until such date mutually agreed by the Parties (except in no event shall such date be later than March 31, 2020), and the Parties shall engage in an Alternative Transaction (and any prior notice by Company pursuant to Section 2.8(a) shall be deemed to be validly revoked and Company shall be deemed to have elected an Alternative Transaction pursuant to Section 2.8(a)(ii) and Parent shall be deemed to have received written notice thereof). The actual date of commercially banking institutions in New York, New York are generally open for use by customers on such day)the Closing shall be referred to herein as the "Closing Date."

Closing. The closing completion of the purchase and sale of the Purchased Shares contemplated hereby (the “Closing”) shall take place at the offices of Weil, and the date on which the Closing actually occursGotshal & Xxxxxx LLP, the “Closing Date”000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 9:00 a.m., local time, upon five (5) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of Business Days’ written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions from the Company to the closing of Purchaser stating that the Transaction conditions set forth in Articles 7, 8 and 9 hereof (the “Closing Conditions”) are expected to be satisfied or waived on a date that as of such date. The obligations of the parties to consummate the Closing shall remain subject to the actual satisfaction or waiver of the Closing Conditions at such time. If the Closing is not less than five (5) business days from consummated on the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified set forth in the Closing Notice (because the “Scheduled Closing Date”)Conditions have not been satisfied or waived, (i) and this Agreement has not been terminated in accordance with its terms, the Subscription Amount Company shall be entitled to give Purchaser a new Closing Notice with a new anticipated date for the Closing. At the Closing, the Company shall, against delivery of full payment for the Purchased Shares to be purchased by the Purchaser as set forth opposite the Purchaser’s name on Schedule I hereto, by wire transfer of United States dollars in immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit D, authorize its transfer agent to either issue to the account(s) specified by SPAC in Purchaser via the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued Depository Trust Company’s DWAC system to the Investor, including, without limitationaccount of the Purchaser’s broker, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Purchased Shares shall be issued to the Investor set forth on Schedule I hereto or issue to the signature page to this Subscription Agreement and subsequently such Shares shall be Purchaser one or more stock certificates (the “Certificates”) registered in book entry form with restrictive legends in the name of the Investor Purchaser (or in such nominee name(s) as designated by the Purchaser in the Stock Certificate Questionnaire attached hereto as Schedule II (the “Stock Certificate Questionnaire”)), representing the number of Purchased Shares set forth on SPAC’s share register; providedSchedule I hereto, however, that and bearing the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount legend set forth in full accordance with this Section 24(j) herein. If Closing documents may be delivered by facsimile. The date of the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full is referred to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long herein as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)“Closing Date.”

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, of the TransactionMerger (as defined in the Transaction Agreement). Upon delivery (a) satisfaction or waiver of the conditions set forth in this Section 2 and Section 3 below and (b) receipt of an executed Form W-9 and written notice from (or on behalf of) SPAC Roman to the Investor (the “Closing Notice”) that SPAC Roman reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to received by the Investor, the Investor shall deliver to SPACRoman, three one (31) business days day prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC Roman in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, a Roman shall issue the number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPACRoman’s share register; provided, however, that the Roman’s obligation to issue the Shares to the Investor is contingent upon SPAC Roman having received the Subscription Amount in full accordance with this Section 2. If Notwithstanding the foregoing two sentences, for any Investor that informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Investor shall deliver on the Closing Date the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice against delivery of the number of Shares to the Investor set forth on the signature page to this Subscription Agreement in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of the Investor (or its nominee in accordance with its delivery instructions) and provide evidence from Roman’s transfer agent of the issuance of such Shares on and as of the Closing Date (it being understood that such evidence must be received prior to the Investor funding the Subscription Amount). In the event that the Closing Date does not occur within ten one (101) business days following day after the Scheduled anticipated Closing Date specified in the Closing Notice, SPAC Roman shall promptly (but not later than three two (32) business days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the funds delivered by the Investor for payment of the Subscription Amount by wire transfer in full immediately available funds to the account specified by the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day any day, other than a SaturdaySaturday or Sunday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)the general transaction of business.

Closing. The closing At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the sale Articles of Merger which shall be delivered to Home for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Shares contemplated hereby Merger or the conversion and delivery of the shares and certified check(s) referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4 the Articles of Merger shall not be filed and shall be returned to the Stockholder. The taking of the actions described in clauses (i) and (ii) above (the “"Closing”") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2000, Xxxxton, Texas 77002. On the Funding and Cxxxxxxxxxxx Xxxx (x) xxx Xxxxxxxx xx Xxxxxx xxxll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the delivery of a certified check or checks in an amount equal to the cash portion of the consideration which the Stockholder shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the Closing actually occursactions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the “Closing "Funding and Consummation Date”) is contingent upon ." During the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice period from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified Funding and Consummation Date, this Agreement may only be terminated by SPAC the parties if the underwriting agreement in respect of the Closing Notice and (ii) any other information that IPO is reasonably requested in the Closing Notice in order for the Shares to be issued terminated pursuant to the Investor, including, without limitation, terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the legal name of the person in whose name such Shares are to be issued Funding and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does Consummation Date has not occur occurred within ten (10) 15 business days following the Scheduled Closing Date specified in Date. Time is of the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)essence.

Closing. The closing of the sale of the Shares transactions contemplated hereby by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on the later of (a) the first Business Day of January 2011 and (b) the first Business Day of the month following the month during which the last of the conditions in Article 6 (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver at or prior to the Closing of all such conditions) has been satisfied or waived in accordance with this Agreement (the “Condition Satisfaction”) or, if the Condition Satisfaction occurs less than three (3) Business Days prior to the first Business Day of any month, on the first Business Day of the immediately succeeding month, or at such other time and place as the Parties hereto may mutually agree; it being understood that, if the Condition Satisfaction occurs at any time in April 2011, the Closing shall occur on April 29, 2011. The date on which the Closing actually occurs, occurs is referred to herein as the “Closing Date”) is contingent upon the consummation . Upon occurrence of the Domestication Closing, the purchase and the substantially concurrent consummation sale of the Transaction. The Transferred Shares described in Section 2.1(b) shall be deemed to have become effective at 12:01 A.M., New York City time, on the Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor Date (the “Closing NoticeEffective Time”) that SPAC reasonably expects all conditions to ), the closing payment of the Transaction Existing Surplus Note Repayment Amount shall be deemed to be satisfied or waived have become effective at 12:00:30 A.M., New York City time, on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorDate, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in Share Redemption shall be deemed to have become effective at 12:00:45 A.M., New York City time, on the Closing Notice Date and the Closing Date Reinsurance Agreements shall be deemed to have become effective immediately following the Effective Time; it being understood that, if the Closing Date is April 29, 2011, the Parties shall jointly determine the effective times of the purchase and sale of the Transferred Shares, the payment of the Existing Surplus Note Repayment Amount and the Closing Date Share Redemption, provided that Seller shall receive the Existing Surplus Note Repayment Amount, the Estimated Purchase Price, the Share Redemption Cash Consideration (if any) and the “Scheduled repayment of the Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars Date Note in immediately available funds to the account(s) specified by SPAC in on the Closing Notice Date and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares Date Reinsurance Agreements shall be deemed to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On have become effective at 11:59 P.M. on the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, of the TransactionTransaction and concurrently with the Merger (as defined in the Transaction Agreement). Upon (a) satisfaction or waiver (in writing by the person who has the authority to make such waiver) of the conditions set forth in Section 3 of this Subscription Agreement and (b) delivery of written notice from (or on behalf of) SPAC Alpha to the Investor (the “Closing Notice”) ), that SPAC Alpha reasonably expects all conditions to the closing of the Transaction to be satisfied or waived (in writing by the person who has the authority to make such waiver) on a date that is not less than five (5) business days Business Days (as defined below) from the date on which the Closing Notice is delivered to the InvestorInvestor (the “Closing Date”), the Investor shall deliver to SPACAlpha, three two (32) business days Business Days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC Alpha in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares Notice, such funds to be issued to held by Alpha in escrow until the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableClosing. On the Closing Date, a Alpha shall issue the number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor (or its nominee in accordance with its delivery instructions) on SPACAlpha’s share registerregister free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws); provided, however, that the Alpha’s obligation to issue the Shares to the Investor is contingent upon SPAC Alpha having received the Subscription Amount in full accordance with this Section 22 of this Subscription Agreement. If In the Closing event that the consummation of the Transaction does not occur within ten two (102) business days following Business Days after the Scheduled anticipated Closing Date specified in the Closing Notice, SPAC unless otherwise agreed to in writing by Alpha and the Investor, Alpha shall promptly (but not in no event later than three (3) business days thereafterBusiness Days after the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by the Investor to Alpha by wire transfer in full immediately available funds to the account specified by the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds and any book entries shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2be deemed cancelled. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean a day any day, other than a SaturdaySaturday or Sunday, Sunday or other day on which commercial banks in New York, New York and Boston, Massachusetts are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)the general transaction of business.

Closing. The closing of the sale of the Shares contemplated hereby Mergers (the “Closing”, and ) shall occur on the date on which the Closing actually occurs, the “Closing Date”third (3rd) is contingent upon the consummation Business Day after all of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from conditions set forth in Article VII (or on behalf of) SPAC to the Investor (the “Closing Notice”) other than those conditions that SPAC reasonably expects all conditions to the closing of the Transaction by their terms are required to be satisfied or waived on a date that is not less than five (5) business days from at the date on which the Closing Notice is delivered Closing, but subject to the Investor, satisfaction or waiver of such conditions) shall have been satisfied or waived by the Investor shall deliver to SPAC, three (3) business days prior party entitled to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name benefit of the person in whose name same or at such Shares are to be issued other time and a duly executed Internal Revenue Service Form W-9 or W-8, date as applicable. On the Closing Date, a number of Shares shall be issued to agreed upon by the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerparties; provided, however, that notwithstanding the obligation satisfaction of all of the conditions set forth in Article VII (other than those conditions that by their terms are required to issue be satisfied or waived at the Shares Closing), in no event shall Parent, the Parent Operating Partnership or Merger Sub be required to consummate the Mergers until the earlier of (i) the date that is five (5) Business Days after all of the consents and approvals of Third Parties set forth in Section 2.2 of the Company Disclosure Letter have been obtained and (ii) subject to the Investor is contingent upon SPAC having received following proviso, October 31, 2013; provided that if as of October 31, 2013 any such consents or approvals have not been obtained, in no event shall Parent, the Subscription Amount in full accordance with this Section Parent Operating Partnership or Merger Sub be required to consummate the Mergers until December 2. If , 2013, it being understood that if any such consents or approvals are not obtained as of December 2, 2013, Parent, the Parent Operating Partnership and Merger Sub shall be required to consummate the Closing does not on December 2, 2013. In the event that the Closing is delayed pursuant to either of the foregoing provisos, if Parent, the Parent Operating Partnership and Merger Sub are prepared to consummate the Mergers prior to October 31, 2013 or December 2, 2013, as applicable, Parent shall deliver written notice to the Company stating that it is prepared to consummate the Closing and the Closing shall occur within ten on the third (103rd) business days Business Day following the Scheduled Closing Date specified in delivery of such notice. The date on which the Closing Notice, SPAC occurs is referred to in this Agreement as the “Closing Date”. The Closing shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares take place at the Closing upon the delivery by SPAC offices of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementProskauer Rose LLP, “business day” shall mean a day other than a SaturdayEleven Times Square, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use 10036, or at such other place as agreed to by customers on such day)the parties hereto.

Closing. The closing of the sale sale, purchase and issuance of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which the Closing actually occurs, of (the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with ), and be conditioned upon the effectiveness prior consummation of, the TransactionTransaction and the conditions set forth in Section 3. Upon (a) satisfaction or waiver in writing of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC Newco to the Investor (the “Closing Notice”) ), that SPAC Newco reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACNewco, three two (32) business days prior to the Closing Date expected closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC Newco in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares Notice, to be issued to held in escrow until the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableClosing. On the Closing Date, a number of Newco shall issue the Shares shall be issued to the Investor set forth on Investor, free and clear of any and all liens or other restrictions (other than those under applicable securities laws), and cause the signature page Shares to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor (or its nominee in accordance with the delivery instructions), or to a custodian designated by the Investor, as applicable, on SPACNewco’s share register; provided, however, that which book entry records shall contain the obligation restrictive legend referred to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 26(b). For purposes of this Subscription Agreement, “business day” shall mean a day day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” close. Prior to or any other similar orders or restrictions or the closure of any physical branch locations at the direction Closing, the Investor shall deliver to Newco a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within five (5) business days after the expected closing date specified in the Closing Notice, Newco shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any governmental authority so long as book-entries for the electronic Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 7 hereof, such return of funds transfer systems, including for wire transfers, shall not terminate this Subscription Agreement or relieve the Investor of commercially banking institutions its obligation (A) to redeliver funds to Newco in New York, New York are generally open for use by customers on such day)accordance with Section 2 following Newco’s delivery to the Investor of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in Section 3 immediately after the consummation of the Transaction.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the date of, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness ofupon, the TransactionTransaction Closing. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC SVAC to the Investor (the “Closing Notice”) that SPAC SVAC reasonably expects all conditions to the closing of the Transaction Closing to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACSVAC, three two (32) business days prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC SVAC in the Closing Notice and (ii) any other information that is reasonably requested which such funds shall be held in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableescrow by SVAC until Closing). On the Closing Date, a SVAC shall issue the number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor (or its nominee) or as otherwise directed by the Investor, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws) on SPACSVAC’s share registerregister and (ii) provide to Investor evidence of the issuance of such Shares to the Investor from SVAC’s transfer agent (the “Transfer Agent”); provided, however, that the SVAC’s obligation to issue the Shares to the Investor is contingent upon SPAC SVAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten three (103) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC SVAC shall promptly (but not later than three one (31) business days thereafterday thereafter or such later date as shall be agreed in writing by the Investor) return by wire transfer of United States dollars in immediately available funds to the account specified by the Investor the Subscription Amount in full to the Investor, without any deduction or penalty of any kind, for or on account of any tax, withholding, charges, set-off or otherwise, to the Investor by wire transfer of U.S. dollars in immediately available funds to the account designated by the Investor; provided, that, that unless this Subscription Agreement has been terminated pursuant to Section 8 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation obligations to purchase the Shares at the Closing upon in the delivery by SPAC of event SVAC delivers a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as be closed for business. Each book entry for the Shares shall contain a result of “stay at home”legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, “shelter-in-place”AS AMENDED, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systemsOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

Closing. The consummation of the sale, transfer, and conveyance of title, ownership, and control of the Property to Purchaser and the closing of the sale of the Shares other transfers and transactions contemplated hereby by this Agreement (collectively, the “Closing”) shall be defined as the date that the following have occurred: (i) the final, mutually approved versions of the Deed and any other necessary conveyance documents have been recorded in the official records of the Cache County Recorder’s Office; (ii) previously approved, executed counterparts of the Bxxx of Sale, the General Assignment, the Assignment of Intangible Property, and the date on which the all other Seller Closing actually occurs, the “Documents and Purchaser Closing Date”) is contingent upon the consummation Documents required of the Domestication Parties shall have been delivered to the Title Company, (iii) Purchaser shall have paid to Title Company all funds required from Purchaser necessary to close the transaction the subject of this Agreement at Closing, and (iv) Purchaser shall have directed the substantially concurrent consummation of Title Company to release the TransactionPurchase Price funds to the Seller. The Closing shall occur substantially concurrently with on or before fifteen (15) days after the expiration of the Due Diligence Deadline (“Closing Date”), or on such earlier date as may be mutually agreed by the Purchaser and be conditioned upon the effectiveness of, the Transaction. Upon delivery of Seller by written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is approved by both Parties, given not less than five (5) business calendar days from prior to the date on which earlier Closing Date. Purchaser shall have the right to extend the Closing Notice is delivered Date for an additional fifteen (15) days, by giving written notice of such extension to Seller on or before the InvestorClosing Date. Except as otherwise provided in this Agreement (including, under Section 5.2 above), the Investor Closing Date may not be further extended without the prior written approval of Seller and Purchaser. The Closing shall deliver to SPAC, three (3) business days occur on or prior to the Closing Date specified at an exact time agreed to by the Parties in the Closing Notice (offices of the “Scheduled Closing Date”)Title Company. Notwithstanding the foregoing, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in Parties agree that the Closing Notice and (ii) any other information that is reasonably requested in may occur through the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated mail and/or electronic transmission pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve a mutually acceptable escrow arrangement among the Investor of its obligation to purchase Parties and the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Title Company.

Closing. a. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing Transactions and shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transactionimmediately prior thereto. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not Not less than five (5) business days from the date on which the Closing Notice is delivered prior to the Investorscheduled closing date of the Transactions (the “Closing Date”), the Investor Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. Subscriber shall deliver to SPAC, three the Issuer no later than one (31) business days prior to Business Day before the Closing Date (as specified in the Closing Notice (or otherwise agreed to by the “Scheduled Closing Date”), (iIssuer and Subscriber) the Subscription Amount Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds (i) to the account(s) account specified by SPAC the Issuer in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares Notice, to be issued to held in escrow by the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableIssuer. On the Closing Date, a number of the Issuer shall deliver to Subscriber (i) the Acquired Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends (or if requested by Subscriber in writing at a reasonable time in advance of the Closing, certificated) form, free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement, arising under any written agreement of which Subscriber is a party or arising under state or federal securities laws), in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount Subscriber (or its nominee in full accordance with this Section 2. If its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). In the event the closing of the Transactions does not occur within ten five (105) business days following of the Scheduled Closing Date specified in the Closing Notice, SPAC unless otherwise instructed by the Issuer and Subscriber, the Issuer shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of U.S. dollars in full immediately available funds to the Investor; providedaccount specified by Subscriber, thatand any book entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Issuer. Notwithstanding such return, unless (i) a failure to close on the expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Subscription Agreement has been terminated pursuant Section 2 to Section 8 hereofbe satisfied or waived on or prior to the Closing Date, such return and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the Shares at consummate the Closing upon satisfaction of the delivery by SPAC of a subsequent Closing Notice conditions set forth in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the ) shall occur on a closing date on which the Closing actually occurs, (the “Closing Date”) is contingent specified in the Closing Notice (as defined below), and be conditioned upon the consummation of the Domestication and the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction“Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC ParentCo to the Investor (the “Closing Notice”) that SPAC ParentCo reasonably expects all conditions to the closing of the Transaction to be satisfied or waived and all Closing Conditions of this Subscription Agreement to be satisfied on a date an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three the Subscription Amount one (31) business days prior to the expected Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC ParentCo in the Closing Notice and (ii) any other information that is reasonably requested in Notice. On the Closing Notice in order for Date, ParentCo shall issue the Shares to the Investor and subsequently cause the Shares to be issued to registered in book entry form in the Investor, including, without limitation, the legal name of the person Investor on the ParentCo share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in whose name such Shares New York, New York are authorized or required by law to be issued and close. Prior to or at the Closing, Investor shall deliver to ParentCo a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. On In the event the Transaction Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing Date does not occur within ten two (102) business days following after the Scheduled Closing Date specified in the Closing Noticeunder this Subscription Agreement, SPAC ParentCo shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Closing.

Closing. (a) The closing of the sale of the Shares Subscription contemplated hereby (the “Subscription Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing Acquisition and shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transactiontherewith. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not Not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in scheduled closing date of the Closing Notice Acquisition (the “Scheduled Closing Date”), Sable shall provide written notice to Subscriber (the “Closing Notice”) of (i) such Closing Date and (ii) the Subscription Amount wire instructions for delivery of the Purchase Price. On the Closing Date, Sable shall deliver, or cause to be delivered, to Subscriber (A) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (B) a copy of the records of Sable showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date. No less than two (2) business days prior to the Closing Date, Subscriber shall deliver to Sable (1) the Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by SPAC Sable in the Closing Notice, such funds to be held in escrow until the Subscription Closing[, (2) if Sable notifies Subscriber in the Closing Notice that Sable does not intend to consummate the Xxxxxx, a duly executed counterpart of the limited liability company agreement of Sable enclosed herewith (the “Limited Liability Company Agreement”)]1 and (ii3) any other such information that as is reasonably requested in the Closing Notice in order for Sable to cause the Acquired Shares to be issued and delivered to Subscriber. In the Investor, including, without limitation, event the legal name closing of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On Acquisition does not occur within one (1) business day of the Closing Date, a number of Shares shall be issued unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; providedInvestor, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC Sable shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of U.S. dollars in full immediately available funds to the Investoraccount specified by Subscriber, and any book entries shall be deemed cancelled; provided, that, that unless this Subscription Agreement has been terminated pursuant to Section 8 6 hereof, such return of funds the Purchase Price shall not terminate this the Subscription Agreement or relieve the Investor Subscriber of its obligation to purchase the Acquired Shares at the Subscription Closing upon the following Sable’s delivery by SPAC to Subscriber of a subsequent new Closing Notice in accordance with this Section 2Notice. For purposes of this Subscription AgreementPrior to the Closing Date, “business day” Subscriber shall mean deliver to Sable a day other than a Saturday, Sunday duly completed and executed Internal Revenue Service Form W-9 or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)appropriate Internal Revenue Service Form W-8.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which of the Closing actually occurs, Transaction (the “Closing Date”) is contingent and be conditioned upon the consummation of the Domestication and the prior or substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with Transaction and be conditioned upon satisfaction of the effectiveness of, the Transactionother conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) SPAC NextGen to the Investor (the “Closing Notice”) ), that SPAC NextGen reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACNextGen, three one (31) business days day prior to the Closing Date expected closing date specified in the Closing Notice (the “Scheduled Closing Date”or such other date agreed to in writing by NextGen), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC NextGen in the Closing Notice and (ii) any other information that is reasonably requested in Notice. On the Closing Notice in order for Date, NextGen shall issue the Shares to the Investor and subsequently cause the Shares to be issued to registered in book-entry form in the Investor, including, without limitation, the legal name of the person Investor on NextGen’s share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in whose name such Shares New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to be issued and close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. On In the event the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing Date does not occur within ten two (102) business days following after the Scheduled Closing Date expected closing date specified in the Closing Notice, SPAC NextGen shall promptly (but not later than three two (32) business days thereafterafter the expected closing date specified in the Closing Notice) return the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon Closing. For the avoidance of doubt, if any termination hereof occurs after the delivery by SPAC the Investor of a subsequent Closing Notice in accordance with this Section 2. For purposes of this the Subscription AgreementAmount for the Shares and prior to the Closing, “NextGen shall promptly (but not later than three (3) business day” shall mean a day other than a Saturday, Sunday days thereafter) return the Purchase Price to Investor without any deduction for or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure account of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systemstax, including for wire transferswithholding, of commercially banking institutions in New York, New York are generally open for use by customers on such day)charges or set-off.

Closing. The closing of the sale of the Shares transactions contemplated hereby (the “Closing”) will take place at the offices of Xxxx Xxxxxxxx LLP, and 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. New York City time on the date on which designated in written notice delivered by the Closing actually occurs, the “Closing Date”) is contingent upon the consummation Company and Equinox to each of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor Founders (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is given not less than two (2) business days and no more than five (5) business calendar days from prior to the date designated in such written notice as the Closing Date (which in no event shall be later than May 21, 2015). The Closing Notice shall include (i) a certification by the Company and Equinox as to the satisfaction of the Founders’ Closing Conditions and (ii) the proposed Closing Date (which in no event shall be later than May 21, 2015). The day on which the Closing Notice takes place is delivered referred to as the “Closing Date.” The Closing will take place remotely via the electronic exchange of documents and signatures, or at such location as may be mutually designated by the Parties in writing. The Parties’ respective obligations to effect the Closing shall be subject to: (x) in the case of the Founders, the Company’s compliance with Xxxxxxxx 0, 0, 0(x), (x) and (c) and 10 to the Investorextent required by their terms to be performed at or before Closing, and the Investor shall deliver to SPAC, three (3) business days prior to representations and warranties in Section 6 and Section 7 being true and correct in all material respects as of the date hereof and as of the Closing Date specified in the Closing Notice (the “Scheduled Founders’ Closing DateConditions”), ; and (iy) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in case of the Closing Notice in order for the Shares to be issued to the Investor, including, without limitationCompany, the legal name Founders’ compliance with Sections 1 and 10(a), and the representations and warranties in Section 5 being true and correct in all material respects as of the person in whose name such Shares are to be issued date hereof and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On of the Closing Date, a number of Shares shall be issued . Subject to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name satisfaction of the Investor on SPAC’s share register; providedFounders’ Closing Conditions, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing each Founder will, automatically and without any further action being required on the part of any Founder, be deemed to have transferred to the Company the number of Units being redeemed from such Founder concurrently with the initiation by the Company of the wire transfers to such Founders contemplated by Section 2 hereof and such transfers will be deemed to be self-effectuating upon the delivery by SPAC initiation of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for such wire transfers, and no separate documents of commercially banking institutions in New York, New York are generally open for use by customers on transfer will be required to effectuate such day)transfers.

Closing. The closing of the sale sale, purchase and issuance of the Shares PIPE Securities contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrently concurrent with and be conditioned upon the effectiveness ofof the Transaction (the date the Closing so occurs, the Transaction“Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC ListCo to the Investor (the “Closing Notice”) ), that SPAC ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACListCo, three (3) business days prior to the Closing Date anticipated closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of Shares shall be issued PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently such cause the Shares shall to be registered in book entry form with restrictive legends form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on SPACListCo’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received . In lieu of paying the Subscription Amount in full accordance with this Section 2. If Amount, Investor hereby agrees that it shall not exercise its right to redeem the Closing does not occur within ten number of Class A Shares (10as defined below) business days following set forth on the Scheduled Closing Date specified in signature page hereto, which it currently holds as of the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless date of this Subscription Agreement has been terminated pursuant Agreement, prior to Section 8 hereof, such return and in connection with the consummation of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice Transaction in accordance with this Section 216 hereof. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, Sunday or other a day on which commercial banks banking institutions in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)business.

Closing. The closing consummation of the sale of the Shares contemplated hereby Holding Company Merger (the “Closing”) shall take place on the second Business Day after the satisfaction or waiver of the conditions set forth in Articles VIII, IX and X, respectively (excluding conditions that, by their nature, cannot be satisfied until, but will be satisfied or waived as of, the Closing Date, but subject to the satisfaction or waiver of those conditions), unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the actual date of the Closing being referred to herein as the “Closing Date”). The Closing shall be held at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, unless another place is agreed to in writing by the parties hereto. As soon as practicable on or after the Closing Date, the parties hereto shall cause the Holding Company Merger to be consummated by filing with the Secretary of State of California this Agreement, duly executed, or another agreement of merger complying with Section 1101 of the CGCL (the “Agreement of Merger”), together with the officers’ certificates prescribed by Section 1103 of the CGCL and by filing with the Secretary of State of Delaware a certificate of merger relating to the Holding Company Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. The Holding Company Merger shall become effective on the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation later of the Domestication and the substantially concurrent consummation of the Transaction. The Closing following filings shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), have been completed: (i) the Subscription Amount by wire transfer Agreement of United States dollars in immediately available funds to Merger and officers’ certificates have been duly filed with the account(s) specified by SPAC in the Closing Notice Secretary of State of California and (ii) any other information that the Certificate of Merger has been duly filed with the Secretary of State of Delaware (the date and time of such filing, or if another date and time is reasonably requested specified in such filing, such specified date and time, being the Closing Notice in order for the Shares to be issued “Effective Time”). Subject to the Investorprior written consent of the Company (which it shall not unreasonably withhold), Acquiror may, at any time prior to the Effective Time, change the method of effecting the acquisition of the Company and the Company Bank (including, without limitation, the legal name provisions of this Article II and including, without limitation, by electing not to merge the person in whose name Company or Company Bank with Acquiror or any of its existing Subsidiaries, but rather with a merger subsidiary of Acquiror) to the extent permitted by applicable law and if and to the extent it deems such Shares are change to be issued and a duly executed Internal Revenue Service Form W-9 necessary, appropriate or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerdesirable; provided, however, that no such change shall (i) alter or change the obligation to issue amount or kind of Merger Consideration, (ii) adversely affect the Shares to tax treatment of the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding Company’s shareholders as a result of “stay at home”receiving the Merger Consideration, “shelter-in-place”(iii) materially impede or delay consummation of the Holding Company Merger or other transactions to be consummated pursuant to this Agreement, “non-essential employee” or any other similar orders or restrictions or (iv) otherwise be materially prejudicial to the closure interests of any physical branch locations at the direction shareholders of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Company.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the ) shall occur on a closing date on which the Closing actually occurs, (the “Closing Date”) is contingent specified in the Closing Notice (as defined below), and be conditioned upon the consummation of the Domestication and the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction“Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC UPTD to the Investor (the “Closing Notice”) that SPAC UPTD reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three the Subscription Amount at least two (32) business days prior to the expected Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC UPTD in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, a number of UPTD shall issue the Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such cause the Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s the UPTD share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close close. Prior to the Closing, Investor shall deliver to UPTD a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (excluding as a result 2) business days after the Closing Date under this Subscription Agreement, the Subscription Amount will be returned to the Investor by wire transfer of “stay at home”U.S. dollars in immediately available funds to the account specified by the Investor, “shelterand any book-in-place”entries for the Shares shall be deemed repurchased and cancelled; provided that, “non-essential employee” unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or any other similar orders or restrictions or relieve the closure Investor of any physical branch locations its obligation to purchase the Shares at the direction Closing, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery to the Investor of any governmental authority so long as a new Closing Notice and (ii) to consummate the electronic funds transfer systems, including for wire transfers, Closing substantially concurrently with the consummation of commercially banking institutions in New York, New York are generally open for use by customers on such day)the Transaction.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”, and ) shall occur on the date on which the Closing actually occurs, of (the “Closing Date”) is contingent upon ), and immediately prior to, the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the TransactionTransactions. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date (the “Expected Date”) that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investorsatisfied, the Investor Subscriber shall deliver to SPAC, three the Issuer at least two (32) business days Business Days prior to the Closing Date specified in Date, the Closing Notice (Purchase Price for the “Scheduled Closing Date”)Shares, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC the Issuer in the Closing Notice Notice, such funds to be held by the Issuer in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber (i) the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and (ii) any other information that is reasonably requested in as promptly as practicable after the Closing Notice in order for Closing, evidence from the Issuer's transfer agent of the issuance to Subscriber of the Shares to be issued to the Investor, including, without limitation, the legal name on and as of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to . In the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If event the Closing does not occur within ten two (102) business days following Business Days of the Scheduled Closing Date specified in Expected Date, the Closing Notice, SPAC shall promptly (but not later than Issuer will return the Purchase Price to the Subscriber within three (3) business days thereafterBusiness Days of the Expected Date by wire transfer of immediately available funds to an account specified by Subscriber (the “Purchase Price Return”). Notwithstanding the foregoing two sentences, for any Subscriber that informs the Issuer (1) return that it is an investment company registered under the Subscription Amount Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in full lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall deliver on the Closing Date the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the Investor; providedaccount specified by the Issuer in the Closing Notice against delivery by the Issuer to Subscriber of the Shares in book entry form, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return free and clear of funds shall not terminate any liens or other restrictions (other than those arising under this Subscription Agreement or relieve applicable securities laws), in the Investor name of Subscriber (or its obligation nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to purchase Subscriber of the Shares on and as of the Closing Date, and shall use commercially reasonable efforts to deliver the Purchase Price at or prior to 10:00 a.m. New York City time (or as soon as practicable following receipt of evidence from the Issuer’s transfer agent of the issuance to Subscriber of the Shares on and as of the Closing Date) on the Closing Date. Notwithstanding the Purchase Price Return (x) a failure to close on the Expected Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 hereof, Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow (or on the new Closing Date as specified above) following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the delivery by SPAC of a subsequent Closing Notice conditions set forth in accordance with this Section 23. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean a means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York. Any funds held in escrow by the Issuer will be uninvested, New York are authorized and the Subscriber shall not be entitled to any interest earned thereon. Upon delivery of the Shares to Subscriber (or required its nominee or custodian, if applicable), the Purchase Price may be released by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Issuer from escrow.

Closing. (a) The closing of the purchase, sale and issuance of the Shares contemplated hereby and the Common Warrants pursuant to this Agreement shall take place at two closings, each of which is referred to in this Agreement as a closing (each, a “Closing”). The initial Closing (the “Initial Closing”, and ) shall be held two (2) Trading Days after the date on which the Closing actually occurshereof, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC subject to the Investor satisfaction or waiver of all applicable conditions set forth in Section 2.3 (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Initial Closing Date”). At the Initial Closing, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds subject to the account(s) specified by SPAC in satisfaction of the Closing Notice conditions and (ii) any other information that is reasonably requested in limitations otherwise set forth herein, the Closing Notice in order for Company shall issue and deliver, and the Purchaser shall purchase, the full amount of the Shares to be issued to and the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor Common Warrants set forth on Schedule 1 hereto; provided that the signature page to this Subscription Agreement and subsequently such Shares Purchaser’s subscription at the Initial Closing shall be registered in book entry form with restrictive legends in equal to the name maximum amount allowable under the Listed Company Manual of the Investor on SPAC’s share registerNew York Stock Exchange (including Section 312.03 any other relevant limiting provision thereof) (together, the “LCM”) prior to obtaining Stockholder Approval, taking into account the concurrent closings occurring pursuant to the Concurrent Placement Agreement; provided, however, provided further that the obligation amounts listed on Schedule 1 hereto under the heading “Initial Closing” shall be adjusted to issue the extent that the amounts listed on Schedule 1 under the heading “Initial Closing” exceed the maximum amount allowable under the LCM and, in such case, any excess amounts removed from Schedule 1 under the heading “Initial Closing” shall be added to Schedule 1 under the heading “Subsequent Closing”. The Purchaser shall purchase the full amount of the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does and Common Warrants set forth on Schedule 1 hereto not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares otherwise purchased at the Initial Closing upon promptly after the delivery by SPAC of Company obtains Stockholder Approval at a subsequent Closing Notice (the “Subsequent Closing”). The sale and issuance in accordance with this the Subsequent Closing shall be held two (2) Trading Days after receipt of the Stockholder Approval, subject to the satisfaction or waiver of all applicable conditions set forth in Section 2. For purposes of this Subscription Agreement, 2.3 (the “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at homeSubsequent Closing Date”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The Company shall deliver a notice to the Subscriber, at least five (5) Business Days before the closing of the Business Combination (the “Business Combination Closing”) (or such lesser number of days as the Subscriber may consent to in writing), specifying the date of the Business Combination Closing, the aggregate Purchase Price for the Securities to be purchased by the Subscriber and instructions for wiring the Purchase Price. The closing of the sale of the Shares contemplated hereby Securities (the “Closing”, ) shall be held on the same date and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days immediately prior to the Business Combination Closing Date specified in the Closing Notice (such date being referred to as the “Scheduled Forward Closing Date”). Except as otherwise mutually agreed by the parties hereto, at least one (i1) Business Day prior to the Subscription Amount Forward Closing Date, the Subscriber shall deliver to the Company, to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by SPAC the Company in such notice. Immediately prior to the Closing Notice on the Forward Closing Date, (i) the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber and (ii) any other information that is reasonably requested in upon such release, the Closing Notice in order for Company shall issue the Shares to be issued Securities to the InvestorSubscriber in book-entry form, includingfree and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount Subscriber (or its nominee in full accordance with this Section 2its delivery instructions), or to a custodian designated by the Subscriber, as applicable. If In the event the Business Combination Closing does not occur within ten on the date scheduled for closing (10) business days following the Scheduled Closing Date specified in unless otherwise extended), the Closing Notice, SPAC shall not occur and the Company shall promptly (but not later than three one (31) business days Business Day thereafter) return the Subscription Amount in full Purchase Price to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2Subscriber. For purposes of this Subscription Agreement, “business Business Day” means any day” shall mean a day , other than a SaturdaySaturday or a Sunday, Sunday or other that is neither a legal holiday nor a day on which commercial banks in New York, New York banking institutions are generally authorized or required by law or regulation to close (excluding as a result in the City of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)York.

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Subscription Closing”) shall occur on the date of, and the date on which the Closing actually occursimmediately prior to, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the TransactionTransactions. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor Subscriber (the “Closing Notice”) at least seven Business Days prior to the date that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Expected Closing Date”), (i) Subscriber shall deliver to the Subscription Amount Issuer no later than three Business Days prior to the Expected Closing Date, the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified Issuer in the Closing Notice, SPAC such funds to be held by the Issuer in escrow until the Subscription Closing. If the Transactions are not consummated within 10 Business Days of the Expected Closing Date, the Issuer shall promptly (but not later than three (3) business days thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Subscription Amount Closing set forth in full this Section 3 to be satisfied or waived on or prior to the Investor; providedClosing Date, thatand (ii) Subscriber shall remain obligated (a) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (b) to consummate the Subscription Closing upon satisfaction of the conditions set forth in this Section 3. At the Subscription Closing, unless upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Subscription Agreement has been terminated pursuant Section 3, the Issuer shall deliver to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase Subscriber the Shares in certificated or book entry form (at the Closing upon Issuer’s election) in the delivery by SPAC name of a subsequent Closing Notice Subscriber (or its nominee in accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “business Business Day” means any day” shall mean a day other than a Saturday, Sunday except Saturday or other day Sunday, on which commercial banks are not required or authorized to close in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares contemplated hereby purchase (the “Closing”, and the ) shall take place on a date on which the Closing actually occurs, (the “Closing Date”) is contingent upon which the consummation Buyer shall make Closing Date Payment to the Seller and the Seller shall the Company Shares to the Buyer, duly endorsed for transfer and with the signature of the Domestication Seller appropriately notarized. Subject to the satisfaction of the other Conditions to Closing set forth in Section 2, the Parties anticipate that the Closing and the substantially concurrent consummation Closing Date shall occur within five business days following (a) the receipt by the Buyer of the Transaction. The Closing shall occur substantially concurrently “Audited Financial Statements of the Company” (hereinafter defined, and (b) the approval by the United States Securities and Exchange Commission (“SEC”) of the Form 1-A Offering Circular of the Buyer originally filed with and be conditioned upon the effectiveness ofSEC on February 27, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor 2020 (the “Buyer Offering Circular”).. All transactions at the Closing Notice”shall be deemed (i) that SPAC reasonably expects to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all conditions other transactions are completed and all other documents and certificates are delivered and (ii) to have occurred at 12:01 a.m. Pacific Time on the closing date of the Transaction to be satisfied or waived on a date Closing. Notwithstanding the foregoing, in the event that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to and the Closing Date specified in the Closing Notice shall not occur by September 30, 2020 (the “Scheduled Outside Closing Date”), (i) unless such Outside Closing Date shall be extended by mutual agreement of the Subscription Amount by wire transfer Parties, this Agreement shall forthwith terminate and become void and have no effect, without any liability on the part of United States dollars in immediately available funds any Party hereto or its affiliates, other than for fraud or willful misconduct occurring prior to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Outside Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, however that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Noticeevent the agreement is terminated, SPAC the Seller shall promptly (but not later than three (3) business days thereafter) fully refund, transfer, reimburse or otherwise return the Subscription Amount in full amount of the Deposit to Buyer as promptly as possible after the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Outside Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).Date,

Closing. The closing of the sale of the Shares transaction contemplated hereby by this Agreement (the “Closing”) shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer, and on the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five fifteen (515) business days from Calendar Days following the date on which the Closing Notice is delivered of delivery by Buyer to the InvestorSeller of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice or such other date as may be mutually agreed upon by Seller and Buyer (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that in the obligation event all of the conditions set forth in this Agreement are not timely satisfied (or waived in writing by Buyer or Seller, as applicable), on or before the Scheduled Closing Date, then Seller and Buyer shall take such action as may be required to issue cause the Shares purchase and sale of the Property to the Investor is contingent upon SPAC having received the Subscription Amount be consummated in full accordance with this Agreement on or before the last to occur of the following events, as applicable: (a) the Scheduled Closing Date; or (b) fifteen (15) Calendar Days after all of the conditions precedent to Closing set forth in Section 2. If 8.1 hereof have been satisfied and Seller delivers written notice to Buyer confirming the foregoing (“Closing Date”), provided further, however, in no event shall the Closing does not occur within ten Date take place later than October 31, 2010 (10) business days following “Outside Closing Date”). Notwithstanding the foregoing, in the event that, subsequent to the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full and prior to the Investor; providedOutside Closing Date, thatall of the conditions set forth in this Agreement are timely satisfied (or waived in writing by Buyer or Seller, unless this Subscription Agreement has been terminated pursuant as applicable), Seller and Buyer shall take such action as may be required to Section 8 hereof, such return cause the purchase and sale of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation Property to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice be consummated in accordance with this Section 2Agreement as soon as commercially practical after all of the conditions precedent to Closing have been satisfied. For purposes of If Closing has not occurred on or before the Outside Closing Date, Buyer or Seller, if it is not in default under this Subscription Agreement, “business day” shall mean a day may terminate this Agreement by notice to the other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)time thereafter unless and until Closing occurs.

Closing. The closing (each a “Closing”) of the sale Transactions shall occur in stages. The first Closing shall include at least four (4) Transactions and shall occur at 10:00 a.m. (Eastern time) on the date that is fifteen (15) days after the satisfaction (or waiver) of the Shares contemplated hereby last of all conditions precedent for at least four (4) Transactions (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “First Scheduled Closing Date”). Each of the remaining Transactions with respect to which all conditions precedent thereto have been satisfied or waived by the party entitled to do so, (i) shall occur on the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information date that is reasonably requested in fifteen (15) days after the Closing Notice in order satisfaction (or waiver) of the last of all such conditions precedent for the Shares to be issued to applicable Transaction (each, a “Remaining Scheduled Closing Date”; together with the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the First Scheduled Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register“Scheduled Closing Date(s)”); provided, however, that Homburg shall have the obligation right to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the adjourn a particular Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly not more than two (but 2) times to a Business Day that is not later than three (3) business days thereafter) return the Subscription Amount in full June 29, 2007 by delivery of written notice to Cedar on or prior to the Investor; providedoriginal Scheduled Closing Date of the adjourned Scheduled Closing Date. Without limitation to the foregoing, that, unless this Subscription Agreement has been terminated the parties agree to use commercially reasonable efforts to close as many of the Transactions on the same date as practicable. Notwithstanding the foregoing but subject to the right of Cedar to adjourn the Closing of one or more Transactions pursuant to Section 8 10(b) or Section 23 hereof, such return in the event that all of funds the conditions precedent with respect to any Transaction shall not have been satisfied or waived by the party entitled to do so by September 28, 2007 (the “Outside Closing Date”), then this Agreement shall automatically terminate on such Outside Closing Date as to such Transaction and the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration, whereupon the parties hereto shall be relieved of all further liability and responsibility under this Subscription Agreement or relieve the Investor with respect to such Transaction (except for any obligation expressly provided to survive a termination of its obligation to purchase the Shares this Agreement). The Closings shall occur at the offices of the Title Company through an escrow and pursuant to escrow instructions consistent with the terms of this Agreement and otherwise mutually satisfactory to Cedar and Homburg (the date on which any Closing upon shall occur being herein referred to as a “Closing Date”). Each Closing shall constitute approval by each of Cedar and Homburg of all matters to which such party has a right of approval and a waiver of all conditions precedent related to the delivery by SPAC applicable Transaction. For the avoidance of a subsequent Closing Notice doubt, nothing contained in accordance with this Section 2. For purposes 4 shall be construed to limit the rights of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law Cedar pursuant to close (excluding as a result Section 41 hereinbelow respecting the closing of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure purchase and sale of any physical branch locations at Contract Property pursuant to the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)applicable Purchase Agreement.

Closing. The If all conditions contained in Section 7.03 are ------- satisfied, the Lender shall cause the Collateral Release Property to be released from the Collateral Pool, at a closing to be held at offices designated by the Lender on a Closing Date selected by the Lender, and occurring within 30 days after the Lender's receipt of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from Collateral Release Request (or on behalf of) SPAC such other date to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to Borrower and the InvestorLender may agree, the Investor shall deliver to SPACprovided that in any Calendar Quarter, three (3) business days prior to the Closing Date specified for any release shall be on the same day as the Closing Date of any addition of an Additional Mortgaged Property to the Collateral Pool pursuant to Article VI of this Agreement or any increase in the Closing Notice (the “Scheduled Closing Date”Credit Facility pursuant to Article VIII of this Agreement), (i) by executing and delivering, and causing all applicable parties to execute and deliver, all at the Subscription Amount sole cost and expense of the Borrower, instruments, in the form customarily used by wire transfer of United States dollars in immediately available funds the Lender and reasonably satisfactory to the account(s) specified by SPAC Title Company for releases in the Closing Notice jurisdiction governing the perfection of the security interest being released, releasing the applicable Security Instrument as a Lien on the Collateral Release Property, and UCC-3 Termination Statements terminating the UCC-1 Financing Statements perfecting a Lien on the portion of the Collateral Release Property comprised of personal property and such other documents and instruments as the Borrower may reasonably request evidencing the release of the applicable Collateral from any lien securing the Obligations (iiincluding a termination of any restriction on the use of any accounts relating to the Collateral Release Property) and the release and return to the Borrower of any other information that is reasonably requested and all escrowed amounts relating thereto. The instruments referred to in the Closing Notice preceding sentence are referred to in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long Article as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)"Collateral Release ------------------ Documents." ---------

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC Sandbridge to the Investor (the “Closing Notice”) ), that SPAC Sandbridge reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACSandbridge, three two (32) business days prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC Sandbridge in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person held in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableescrow until Closing. On the Closing Date, Sandbridge shall issue a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement Agreement, free and clear of any liens or restrictions (other than those arising under state and federal securities laws), and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPACSandbridge’s share register; provided, however, that the Sandbridge’s obligation to issue the Shares to the Investor is contingent upon SPAC Sandbridge having received the Subscription Amount in full accordance with this Section 2. If In the Closing event that the consummation of the Transaction does not occur within ten (10) business days following after the Scheduled anticipated Closing Date specified in the Closing Notice, SPAC Sandbridge shall promptly (but not in no event later than three twelve (312) business days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by the Investor to Sandbridge by wire transfer in full immediately available funds to the account specified by the Investor; provided. Notwithstanding such return, that(i) failure to close on the Closing Date contained in the Closing Notice shall not, unless by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Subscription Agreement has been terminated pursuant Section 2 to Section 8 hereofbe satisfied or waived, such return of and (ii) Investor shall remain obligated to (A) redeliver funds shall not terminate this Subscription Agreement or relieve the to Sandbridge following Sandbridge’s delivery to Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent new Closing Notice with a new Closing Date in accordance with this Subscription Agreement and (B) consummate the Closing upon satisfaction of the conditions set forth in Section 23, subject to termination of this Agreement in accordance with Section 8 below. For purposes of this Subscription Agreement, “business day” shall mean a day day, other than a SaturdaySaturday or Sunday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)the general transaction of business.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which the Closing actually occurs, (the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, prior or substantially concurrent consummation of the Transaction. Upon delivery of written notice from (or on behalf of) SPAC IPOC to the Investor (the “Closing Notice”) ), that SPAC IPOC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACIPOC, three (3) business days prior to the Closing Date expected closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC IPOC in the Closing Notice and (ii) any other information that is reasonably requested in Notice. On the Closing Notice in order for Date, IPOC shall issue the Shares to the Investor and subsequently cause the Shares to be issued to registered in book entry form in the Investor, including, without limitation, the legal name of the person Investor on IPOC’s share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in whose name such Shares New York, New York or governmental authorities in the Cayman Islands (for so long as IPOC remains domiciled in Cayman Islands) are authorized or required by law to be issued and close. Prior to or at the Closing, Investor shall deliver to IPOC a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. On In the event the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing Date does not occur within ten two (102) business days following after the Scheduled Closing Date expected closing date specified in the Closing Notice, SPAC IPOC shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Closing.

Closing. The closing of the sale of the Preferred Shares contemplated hereby (the “Closing”, and ) shall be conditioned upon the date on which the Closing actually occurs, conditions set forth in Section 3 hereof (the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction). Upon delivery of written notice from (or on behalf of) SPAC Xxxxxx to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to Xxxxxx has obtained the closing Shareholder Approval, and satisfaction of the Transaction to be satisfied or waived on a date that is not less than five conditions set forth in Section 3 hereof, the Closing shall occur within two (52) business days from the date on which after receiving the Closing Notice is delivered (or such other date agreed to in writing by Xxxxxx and the Investor). At the Closing, the Investor shall deliver to SPACdeliver, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by SPAC in the Closing Notice and Notice, an amount equal to the Purchase Amount to (i) Pagaya and/or (ii) any such other information that is reasonably requested in account(s) as designated by Xxxxxx, and Pagaya shall issue the Closing Notice in order for Preferred Shares to the Investor and cause the Preferred Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book book-entry form with restrictive legends in the name of the Investor (or its nominee in accordance with its delivery instructions, as applicable) on SPACPagaya’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York or Tel-Aviv, Israel are authorized or required by law legal requirements to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” close. Prior to or any other similar orders or restrictions or the closure of any physical branch locations at the direction Closing Date, the Investor shall deliver to Pagaya a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Xxxxxx agrees that the Closing Notice delivered in accordance with this Section 2 shall be executed by a duly elected or appointed, qualified and acting officer of any governmental authority so long Xxxxxx listed on Schedule C attached hereto, who holds the office set forth opposite the name of such officer as of the electronic funds transfer systemsdate hereof. The signature written opposite the name and title of each officer is the correct and genuine signature of such officer or a true, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)correct and complete facsimile thereof.

Closing. The closing of the sale of the Acquired Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which the Closing actually occurs, (the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, prior or substantially concurrent consummation of the Transaction. Upon delivery of written notice from (or on behalf of) SPAC Purchaser to the Investor (the “Closing Notice”) ), that SPAC Issuer and Purchaser reasonably expects expect all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five fifteen (515) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three Purchaser at least ten (310) business days prior to the Closing Date specified in closing date of the Closing Notice (the “Scheduled Closing Date”)Transaction, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC Purchaser in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, a number of Purchaser shall issue the Acquired Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently promptly cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPACPurchaser’s share register; providedregister or register of members, however, that as applicable. In the obligation to issue event the Shares to closing of the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing Transaction does not occur within ten two (102) business days following of the Scheduled Closing Date specified expected closing date in the Closing Notice, SPAC unless otherwise agreed by Purchaser and the Investor, Purchaser shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor; provided, and any book entries or share certificates shall be deemed cancelled, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of or its obligation obligations to purchase the Acquired Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2Closing. For purposes of this Subscription Agreement, “business day” shall mean a day day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” close. Prior to or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as Closing, Investor shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, to the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)extent applicable.

Closing. Each Non-Selling Shareholder shall effect its participation in a sale pursuant to Section 2.3 hereof by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent that number of Equity Securities which the Non-Selling Shareholder elects to sell. The closing share certificate or certificates that the Non-Selling Shareholders deliver to the Selling Shareholder pursuant to Section 2.3 shall be transferred to the prospective purchaser in consummation of the sale of the Offered Shares contemplated hereby (pursuant to the “Closing”terms and conditions specified in the Transfer Notice, and the date on Selling Shareholder shall concurrently therewith remit to each Non-Selling Shareholder that portion of the sale proceeds to which such Non-Selling Shareholder is entitled by reason of its participation in such sale. To the Closing actually occursextent that any prospective purchaser, or purchasers, prohibits such assignment or otherwise refuses to purchase shares or other securities from a Non-Selling Shareholder in connection with the exercise of its rights of co-sale hereunder, the “Closing Date”Selling Shareholder shall not sell to such prospective purchaser or purchasers any Offered Shares unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such shares or other securities from the Non-Selling Shareholder. To the extent that a Non-Selling Shareholder elects to purchase any of the Offered Shares covered in the Transfer Notice directly from the Selling Shareholder, then such Selling Shareholder shall within ninety (90) is contingent upon days of the date of the Transfer Notice (or, if earlier, simultaneous with the consummation of the Domestication and the substantially concurrent consummation sale of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC Offered Shares pursuant to the Investor (terms and conditions specified in the “Closing Transfer Notice”) that SPAC reasonably expects all conditions deliver certificate(s) for such shares to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor Non-Selling Shareholder who shall deliver to SPAC, three (3) business days prior to the Closing Date specified Selling Shareholder the consideration of the type and on the terms set forth in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Transfer Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares Subscription contemplated hereby (the “Closing”) shall occur following the Domestication and immediately prior to, and or substantially concurrently with, the date on which consummation of the Closing actually occurs, Acquisition (the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction). Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction Acquisition to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice occur (the “Scheduled Expected Closing Date”), Subscriber shall deliver to the Issuer no later than two (i2) Business Days prior to the Subscription Amount Closing, the Purchase Price, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified Issuer in the Closing Notice, SPAC such funds to be held by the Issuer in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in Sections 3.2 and 3.3, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As promptly as practicable after the Closing, upon request of the Subscriber, the Issuer shall provide Subscriber updated book-entry statements from the Issuer’s transfer agent reflecting the change in name of the Issuer to occur in connection with the Closing. If (i) the Subscription Agreement terminates following the delivery by Subscriber of the Purchase Price but prior to the Closing having been consummated or the Acquisition is not consummated on or prior to the second (2nd) Business Day after the Expected Closing Date, the Issuer shall promptly (but not no later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).two

Closing. The closing sale and purchase of the sale Tranche B Notes to be purchased by each Tranche B Purchaser shall occur on the date of this Agreement or such other date as shall be agreed upon by each of the Shares contemplated hereby Tranche B Purchasers and the Issuer in writing (the “Initial Closing”, ” and the date on which thereof, the “Initial Closing actually occursDate”), and any additional Tranche B Notes to be purchased pursuant to Section 2.2(d) above shall occur at multiple closings in accordance with the terms set forth in Section 2.2(d) above (each a “Subsequent Closing” and the date thereof, the “Subsequent Closing Date”). The Initial Closing and each Subsequent Closing are referred to herein collectively as a “Closing” and the date thereof, the “Closing Date”) is contingent upon .” At the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness ofInitial Closing, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall Issuer will deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) each Indigo Purchaser the Subscription Amount amount of Tranche B Notes and Common Shares purchased by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice such Indigo Purchaser, and (ii) any other information that is reasonably requested Holdings III and Holdings III-A the amount of Tranche B Notes purchased by Holdings III and Holdings III-A, respectively, in each case in accordance with the terms hereof, registered in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name names of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 Tranche B Purchaser (or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of a nominee of the Investor on SPAC’s share register; providedTranche B Purchaser as designated in writing by such Tranche B Purchaser), howevereach dated the Initial Closing Date, that the obligation to issue the Shares against delivery by such Tranche B Purchaser to the Investor is contingent upon SPAC having received Issuer or to its order on the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Initial Closing Date specified of immediately available funds in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return amount of the Subscription Amount in full purchase price therefor by wire transfer to the Investor; providedaccounts designated by the Issuer in writing. At any Subsequent Closing, thatthe Issuer will deliver to (i) each Indigo Purchaser the amount of Tranche B Notes purchased by such Indigo Purchaser, unless this Subscription Agreement has been terminated pursuant to Section 8 hereofand (ii) Holdings III and Holdings III-A the amount of Tranche B Notes purchased by Holdings III and Holdings III-A, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice respectively, in each case in accordance with this Section 2. For purposes the terms hereof, registered in the names of this Subscription Agreementsuch Tranche B Purchaser (or in the name of a nominee of the Tranche B Purchaser, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as such nominee is an Affiliate of the electronic funds transfer systemsTranche B Purchaser and is designated in writing by such Tranche B Purchaser), including for wire transferseach dated such Subsequent Closing Date, of commercially banking institutions in New York, New York are generally open for use against delivery by customers such Tranche B Purchaser to the Issuer or to its order on such day)Subsequent Closing Date of immediately available funds in the amount of the purchase price therefor by wire transfer to the accounts designated by the Issuer in writing.

Closing. The If the Beneficiary validly exercises its Right of First Refusal, the closing of the sale and purchase of the Shares contemplated hereby Offered Membership Interest shall take place at the offices of the Beneficiary’s counsel forty-five (the “Closing”, and 45) calendar days after the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation Beneficiary’s acceptance of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerOffer; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount closing shall in full accordance with this Section 2. If the Closing does not no event occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later earlier than three (3) business days thereafterBusiness Days after receipt of all approvals required from, and expiration of all waiting periods (including waiting periods under the Xxxx-Xxxxx-Xxxxxx Act) return imposed by, any governmental authorities in connection with the Subscription Amount in full purchase and sale. At closing, (a) the Offeror shall represent and warrant to the Investor; providedBeneficiary that the Beneficiary is receiving good and marketable legal and beneficial title to such Offered Membership Interest, free and clear of any liens, pledges, claims, security interests, encumbrances, and similar interests of any kind whatsoever (other than restrictions imposed by the Securities Act, applicable state securities laws, and this Agreement), which representations and warranties shall be the sole representations and warranties required of the Offeror, and (b) the Beneficiary shall deliver to the Offeror the purchase price specified in the Offer in immediately available funds. Notwithstanding anything to the contrary in this Section 19.1.2.2, if the Beneficiary exercises its Right of First Refusal and, in connection therewith, a governmental authority whose approval is required to consummate the purchase of the Offered Membership Interest fails to approve such transaction or imposes a condition on its approval that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereofin the reasonable discretion of the Beneficiary, would make the purchase by it of the Offered Membership Interest impractical or not otherwise in the best interests of the Beneficiary, then the Beneficiary may terminate the purchase of the Offered Membership Interest, and upon such return of funds termination, the Beneficiary shall not terminate this Subscription Agreement or relieve the Investor of its have no further obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)respect thereto.

Closing. On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, the Securities at the Purchase Price. The closing of the sale of the Shares contemplated hereby Sale (the “Closing”, and ) shall occur on the date second (2nd) business day following the day on which the last to be satisfied or waived of the conditions set forth in Section 4 and Section 5 shall be satisfied or waived in accordance with this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, it being understood that the occurrence of the Closing actually occursshall remain subject to the satisfaction or waiver of such conditions at the Closing), or on such other date as the parties may mutually agree in writing (the “Closing Date”) is contingent ). The Securities issuable upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness ofbear a restrictive legend as follows: THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, the Transaction. Upon delivery of written notice from AS AMENDED (or on behalf of) SPAC to the Investor (the THE “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing DateSECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (iEACH, A “TRANSFER”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)ONLY IF SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR IF SUCH TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS AFTER PROVIDING AN OPINION OF COUNSEL TO SUCH EFFECT.

Closing. (a) The closing of the sale of the Shares Subscriptions contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Acquisition Closing and shall occur substantially concurrently with and be conditioned upon immediately prior thereto. Not less than two (2) business days prior to the effectiveness ofscheduled Acquisition Closing date, the Transaction. Upon delivery of Issuer shall provide written notice from (or on behalf of) SPAC to the Investor Subscriber (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the of Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice hereunder (the “Scheduled Closing Date”). On the Closing Date, (i) the Subscription Amount Issuer shall deliver to Subscriber the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) prior to the Acquisition Closing, Subscriber shall deliver to the Issuer the aggregate cash purchase price payable pursuant to Section 1 (in respect of the total number of Preferred Shares (or alternative securities of the Issuer with substantially similar economic terms, if required under Section 1(b)) being acquired thereunder) and Section 2(a)(iv) (in respect of the total number of Private Placement Shares, if any, being acquired thereunder) by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by SPAC the Issuer in the Closing Notice and (ii) any other information that is reasonably requested in Notice. In the Closing Notice in order for event the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Acquisition Closing does not occur within ten one (101) business days following day of the Scheduled Closing Date specified in Closing, the Closing Notice, SPAC Issuer shall promptly (but not later than three two (32) business days thereafter) return to Subscriber the Subscription Amount in full aggregate cash purchase price deposited with the Issuer, and any book-entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Issuer.

Closing. The closing of the purchase and sale of the Shares contemplated hereby Units hereunder (the “Closing”) shall take place at the offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 or such other place as determined by the Company and the Subscribers and may take place in one of more closings. At Closing the Units and the Proceeds shall be delivered pursuant to the Escrow Agreement to be governed thereby. The Initial Closing shall take place within 5 Business Days of the date hereof, subject to the satisfaction or waiver of the conditions set forth in Section 7 below (the “Closing Date”). The initial closing shall be referred to as the “Initial Closing”. The date of the Initial Closing is sometimes referred to as the “Initial Closing Date.” Subsequent closings (each a “Subsequent Closing”) will be held until the earlier to occur of: (i) the date on which the Closing actually occursentire Offering has been subscribed for and accepted by the Company, and (ii) September 1, 2013. The Offering may be extended up to October 1, 2013 (the “Final Closing” and such date of the Final Closing, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Final Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds without additional notice to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableSubscribers. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to be closed. The Units purchased by law the Subscriber will be delivered by the Company on the Closing Date of the Offering pursuant to the Escrow Agreement. In the event that an Initial Closing shall not have occurred with respect to the Subscriber on or before August 1, 2013 due to the Company's or the Subscriber’s failure to satisfy the conditions set forth in Section 7 (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close (excluding as of business on such date by delivering a result written notice to that effect to the other party to this Agreement and without liability of “stay at home”, “shelter-in-place”, “non-essential employee” or any party to any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)party.

Closing. The closing of the sale sale, purchase and issuance of the Shares PIPE Securities contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrently concurrent with and be conditioned upon the effectiveness ofof the Transaction (the date the Closing so occurs, the Transaction“Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC ListCo to the Investor (the “Closing Notice”) ), that SPAC ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACListCo, three (3) business days prior to the Closing Date anticipated closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of Shares shall be issued PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently such cause the Shares shall to be registered in book entry form with restrictive legends form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on SPACListCo’s share register; provided. In lieu of paying the Subscription Amount, however, Investor hereby agrees that the obligation it shall not exercise its right to issue the Shares to redeem the Investor is contingent upon SPAC having received ARYA Shares (as defined below) in connection with the Subscription Amount in full accordance with this Section 2. If consummation of the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice Transaction in accordance with this Section 216 hereof. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, Sunday or other a day on which commercial banks banking institutions in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)business.

Closing. The closing of Subject to this Section 1.4 and assuming the sale of the Shares contemplated hereby (the “Closing”Minimum Condition has been met, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction Offering with respect to each individual Investor (the "Closing") shall take place at the offices of the Company’s attorney, Xxxxxxxx Xxxxxxxxx Xxxxxxxx & Xxxxxxxx, LLP (at the address in Section 5.8, Notices) upon the Company’s acceptance of such Investor’s Subscription Agreement on such date as may be satisfied determined by the Company, but which shall be no later than September 7, 2007. The Investor understands and agrees that the Company, in its sole discretion, has the right to reject any Subscription Agreement proffered to it by an Investor at any time prior to the Closing, and/or to waive any of the requirements for the purchase of the Units set forth herein with respect to any Investor or waived on a date Investors (which waivers need not be uniform as among or between Investors). In the event that this Subscription Agreement is not less than five (5) business days accepted by the Company on or before the September 7, 2007 or in the event that the Company withdraws or terminates this Offering, the Company will promptly return to the undersigned Investor, without interest, all funds received from the date on which undersigned Investor in respect hereof. At the Closing Notice is delivered Closing, the Company (i) shall deliver (or irrevocably instruct its transfer agent to deliver) to the Investor, certificates representing the number of shares of Common Stock and 2007 Series Warrants to be purchased by the Investor shall deliver to SPAChereunder, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information shall execute and deliver (or cause to be delivered) to the Investor, a fully executed copy of the Registration Rights Agreement attached hereto as Exhibit B and (iii) shall execute and deliver (or cause to be delivered) to the Investor a signed counterpart of this Subscription Agreement. The Investor expressly acknowledges and agrees that is reasonably requested in the Closing Notice in order for the Shares certificates to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares him at the Closing upon shall bear a legend to the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2following effect: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. For purposes of this Subscription AgreementTHE SECURITIES MAY NOT BE OFFERED FOR SALE, “business day” shall mean a day other than a SaturdaySOLD, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION THEREFROM.

Closing. The closing Subject to the remainder of this Section 3.5, any purchase of Units pursuant to Section 3.1 shall be consummated (“Repurchase Closing”) at the Partnership’s principal office at 10:00 a.m., prevailing business time on such business day as designated by the Partnership in its reasonable discretion upon not less than three business days prior notice to the Management Securityholder; provided, that such date shall not be later than 30 days following delivery of the sale of the Shares contemplated hereby Call Notice relating thereto (the “ClosingClosing Date”); provided, and further, that with respect to any Class B Units that became Vested Class B Units within the six month period prior to the delivery of a Call Notice, such date shall not be later than 30 days following the date on which the Closing actually occursapplicable Class B Units became Vested Class B Units; provided,further, that if the “Closing Date”) Partnership is contingent upon prohibited from effecting such purchase on the consummation date otherwise contemplated by this Section 3.5 by any contractual obligation of the Domestication and Partnership or any of its Affiliates, or by applicable law (collectively, “Prohibitions”), then the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon take place on the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the first practicable date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), no Prohibitions are applicable. Each Management Securityholder hereby agrees that (i) the Subscription Amount by wire transfer obligation of United States dollars the Partnership to pay the purchase price for the Units as contemplated in immediately available funds this Section 3.5 shall be subordinated in right of payment to the account(sobligations owed by the Partnership or its Affiliates under or in respect of its senior bank credit facility and [•] (the “Credit Facilities”) specified by SPAC until the earlier of (A) the payment in full of all obligations of the Closing Notice Partnership or its Affiliates under the Credit Facilities and (B) the time that the Prohibitions under the Credit Facilities shall no longer be applicable to the purchase of Units from a Management Securityholder as contemplated in this Section 3.5, and (ii) any the Management Securityholder will provide such agreements or other information that is reasonably documents evidencing such subordination as may be requested in by the Closing Notice in order for agent or lenders under the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2Credit Facilities. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than said date is a Saturday, Sunday or other day on which commercial banks in New Yorklegal holiday, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations Closing shall occur at the direction of any governmental authority so long as same time and place on the electronic funds transfer systemsnext succeeding Business Day. At the Closing, the Management Securityholder and each Permitted Transferee shall furnish such documents and evidence, including for wire transfersany such inheritance and estate tax waivers and releases (collectively, the “Required Documents”), as may reasonably be necessary to effect the Transfers of commercially banking institutions Units, and the Partnership shall pay the Purchase Price in New York, New York are generally open for use by customers on such day)accordance with Section 3.4.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor Company shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice ThinkEquity Partners (the “Scheduled Closing Date”"Placement Agent"), (i) in trust, a certificate or certificates, registered in such name or names as the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for Investors may designate, representing the Shares to be issued to the Investorand Warrants, including, without limitation, the legal name of the person in whose name with instructions that such Shares certificates are to be issued and held for release to each Investor only upon payment in full of that Investor's Purchase Price as set forth in the signature pages of this Agreement. Upon such receipt by the Placement Agent of the certificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall wire transfer in same-day funds to be issued sent to the Investor account of the Company set forth immediately following this paragraph in an amount representing such Investor's Purchase Price as set forth on the signature page pages to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerAgreement; provided, however, that any Investor party to the obligation Conversion Agreement shall be required to issue wire transfer only the amount by which the Purchase Price exceeds the Applied Conversion Proceeds. On the date (the "Closing Date") the Company receives from any Investor, such Investor's Purchase Price constituting in the aggregate the minimum amount required by Section 6.2(d) hereof, the certificates evidencing the Shares and Warrants purchased by such Investors shall be released to the Investor is contingent upon SPAC having received Investors (the Subscription Amount in full accordance with this Section 2"Closing"). If To the extent the Closing does not occur within ten (10three Business Days of the date the Company receives from any Investor such Investor's Purchase Price, the Company shall, by the next Business Day, return to such Investor such Investor's Purchase Price. The Closing of the purchase and sale of the Shares and Warrants shall take place at the offices of the Company, or at such other location and on such other date as the Company and the Investors shall mutually agree. To the extent permitted by Section 6, the transactions contemplated by this Agreement may occur in more than one Closing, in which case the terms "Closing" and "Closing Date" shall, for each Investor, refer to or be based upon the Closing(s) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC which such Investor participates. The Purchase Price shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full be wire transferred to the Investor; providedfollowing account: Alliance Bank 0000 Xxxx Xxxxxx, thatXxxxx 000 Xxxxxx, unless this Subscription Agreement has been terminated pursuant to Section 8 hereofXX 00000 Routing # 000000000 Beneficiary Account Name: VitalStream, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).Inc. Beneficiary Account Number: 00000000

Closing. The closing Subject to the satisfaction or waiver of the conditions set forth in Section 3, the sale and purchase of the Shares contemplated hereby Notes to be purchased by the Purchaser shall occur at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, at a closing (the “Closing”) to be held on October 9, and 2009 or, if the conditions to Closing have not been satisfied or waived by such date, on the Business Day that occurs three Business Days after the date on which all such conditions to closing (other than those which must occur at Closing) have been satisfied or waived, or on such other Business Day thereafter as may be agreed upon by the Seller and the Purchaser. At the Closing actually occurs, the “Closing Date”) is contingent upon Seller will deliver to the consummation Purchaser the Notes to be purchased by the Purchaser accompanied by written instruments of transfer in the form printed on the Notes against delivery by the Purchaser to the Seller or its order of immediately available funds in the amount of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount Purchase Price by wire transfer of United States dollars in immediately available funds for the account of the Seller to account number 000-00000-0 at Barclays Bank NY, ABA No: 000-0000-00, Account “SWAPS”. If at the Closing the Seller shall fail to tender the Notes to the account(s) specified by SPAC Purchaser as provided above in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2, or any of the conditions specified in Section 3 shall not have been fulfilled to the Purchaser’s satisfaction, the Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Purchaser may have by reason of such failure or such nonfulfillment. If no Closing has occurred prior to October 15, 2009, the Closing does not occur within ten (10) business days following Seller and the Scheduled Closing Date specified in the Closing Notice, SPAC Purchaser shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless be relieved of all further obligations under this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required without thereby waiving any rights either party may have by law to close (excluding as a result reason of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure such failure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)nonfulfillment.

Closing. The Subject to the satisfaction or waiver of conditions set forth in Section 3, the closing of the sale of the Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the TransactionTransaction and the receipt of the notice confirming the completion of the required filing (the “CSRC Approval”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, promulgated by the China Securities Regulatory Commission on February 17, 2023 (the “Overseas Listing Trial Measures”) and the supporting guidelines of the Overseas Listing Trial Measures. The Closing shall occur on the date of, and substantially concurrently with and be conditioned upon the effectiveness consummation of, the Transaction; provided that the Closing shall occur no earlier than immediately after the effective time of the Initial Merger. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below (except for the condition set forth in Section 3 (b)(iii)) and (b) delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor (the “Closing Notice”) ), that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days or any later date as agreed in writing by the Investor from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver shall, by irrevocably written wire instruction, transfer to SPACthe Issuer, three (3) business days or any later date as agreed in writing by the Issuer prior to the Closing Date closing date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by irrevocable wire transfer of United States dollars in immediately available funds to the account(s) bank account specified by SPAC in Section 12(q), to be held until the closing of the Acquisition Merger, however, before the delivery of the Closing Notice and (ii) Notice, the Issuer may deliver a pre-closing notice to the Investor. Notwithstanding the foregoing, the Investor shall not be obligated to transfer the Subscription Amount to such bank account pursuant to this Section 2 prior to the receipt of the CSRC Approval. The Investor shall also deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Shares Issuer to be issued to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On As soon as practicable following, but not later than one (1) business day after the Closing Date, the Issuer shall (1) issue a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares shall to be registered in book entry form with restrictive legends in the name of the Investor on SPACthe Issuer’s share registerregister of members and (2) deliver to the Investor a copy of the records of the Issuer’s transfer agent or other evidence showing the Investor as the owner of the Shares on and as of the Closing Date; provided, however, that the Issuer’s obligation to issue the Shares to the Investor is contingent upon SPAC the Issuer having received the Subscription Amount in full accordance with this Section 2. If Subject to the receipt of the Subscription Amount by the Issuer, if the Closing or the closing of the Transaction does not occur within ten by the end of September 14, 2023 (10) business days following the Scheduled Closing Date specified Eastern Time in the Closing NoticeUnited States), SPAC unless otherwise agreed to in writing by SPAC, the Issuer and Investor, the Issuer shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided. If, thatdue to reasons attributable to the Issuer, unless this the Issuer fails to return the Subscription Agreement has been terminated pursuant Amount in full to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase within the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice time set forth in accordance with this Section 2, an additional amount of $3,000 shall be payable to the Investor for each calendar day of delay. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York Hong Kong or the Cayman Islands are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)close.

Closing. (a) The closing hereunder of the purchase and sale of Rights Offering Shares, Direct Subscription Shares and Backstop Shares with respect to the Shares contemplated hereby Investors (the “Closing”) will occur at 10:00 a.m., and the date on which the Closing actually occursNew York City time, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerEffective Date; provided, however, that if, as of the obligation date established as the Effective Date, any Investor has become a Defaulting Investor on, or within five (5) Business Days prior to, the anticipated Closing and the Non-Defaulting Investors are required or elect to issue purchase such Defaulting Investor’s Shares pursuant to Section 1.3(a) or Section 1.3(b), respectively, the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If Effective Date shall be postponed and the Closing does shall occur at 10:00 a.m., prevailing Eastern time, on a Business Day mutually agreed upon between the Company and the Requisite Investors (not occur within ten to exceed five (105) business days Business Days following the Scheduled Closing Date specified in previously scheduled Effective Date); provided, further, however, that if, as of the Closing Noticedate established as the Effective Date, SPAC shall promptly (but 1) any Investor has become a Defaulting Investor, (2) the Non-Defaulting Investors are not later than three required or do not elect to purchase all of such Defaulting Investor’s Shares, and (3) business days thereafterone or more third parties agrees to purchase such Defaulting Investor’s Remaining Rights Offering Shares, Direct Subscription Shares and/or Unsubscribed Shares in accordance with Section 1.3(b), then the Effective Date shall be postponed and the Closing shall occur at 10:00 a.m., prevailing Eastern time, on a Business Day mutually agreed upon between the Company and the Requisite Investors (not to exceed five (5) return Business Days following the Subscription Amount in full date on which there are Investors with commitments to purchase all of the Shares of the Defaulting Investor(s)). At the Closing, (i) each Investor shall pay to the Company an amount equal to the product of (A) the sum of the number of shares of New Common Stock to be purchased by such Investor pursuant to Sections 1.1, 1.2 and 1.3, and (B) the Purchase Price, by (x) wire transfer of immediately available funds to an account designated by the Company pursuant to wire instructions previously provided by the Company to such Investor no later than at least two (2) Business Days prior to the anticipated Effective Date, (y) executing and delivering to the Company a duly completed DIP Exchange Form (as defined in the Rights Offering Procedures), prior to the Rights Offering Deadline (as defined in the Rights Offering Procedures), whereby such Investor agrees to surrender in exchange for such Rights Offering Shares, Direct Subscription Shares or Backstop Shares all or a portion of the DIP Claims held by such Investor (or by an Affiliate of such Investor; provided), thator (z) a combination of (x) and (y) above, unless and (ii) the Company shall issue and deliver to each Investor its Commitment Fee Shares and the number of shares of New Common Stock purchased by such Investor pursuant to Sections 1.1, 1.2 and 1.3, in each case duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Encumbrances, other than Encumbrances created by Legal Requirements, the New Stockholders Agreement or the Organizational Documents of the Company, as well as (A) a certificate or certificates duly executed on behalf of the Company registered in the name of such Investor (or its designee(s)) representing the number of Shares to be issued to such Investor by the Company pursuant to this Subscription Agreement has been terminated Agreement, and (B) such other certificates, counterparts to agreements, documents or instruments required by it to be delivered to such Investor pursuant to Section 8 hereof6.1 or reasonably requested by any Investor. The agreements, such return instruments, certificates and other documents to be delivered on the Effective Date by or on behalf of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation Company will be delivered to purchase the Shares Investors at the Closing upon the delivery by SPAC offices of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementXxxxxxxxxx Xxxxxxx LLP, “business day” shall mean a day other than a Saturday0000 Xxxxxx xx xxx Xxxxxxxx, Sunday or other day on which commercial banks in New YorkXxx Xxxx, New York are authorized or required by law to close Xxx Xxxx 00000 (excluding as a result of “stay at home”Attn: Xxxxx Xxxxxxxxx, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such dayEsq.).

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and ) shall occur on the closing date on which of the Closing actually occurs, Transaction (the “Closing Date”) is contingent and be conditioned upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with Transaction and be conditioned upon satisfaction of the effectiveness of, the Transactionother conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) SPAC the Issuer to the Investor (the “Closing Notice”) that SPAC the Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACthe Issuer, three (3) business days prior to the Closing Date expected closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account in an escrow bank specified by SPAC the Issuer in the Closing Notice Notice, to be held in escrow until the First Merger Effective Time. As soon as practicable following, but not later than one (1) business day after the Closing Date, the Issuer shall (i) issue the Shares to the Investor, free and clear of any liens or other restrictions (other than those arising under applicable securities laws) and subsequently cause the Shares to be registered in book-entry form in the name of the Investor on the Issuer’s register of members and (ii) provide to the Investor evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, the Cayman Islands, Hong Kong SAR and People’s Republic of China (excluding, for the purposes of this Agreement only, Hong Kong SAR, Macau SAR and Taiwan, “PRC”), are authorized or required by law to close. If the Closing does not occur within ten (10) business days following the expected closing date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and the Investor, the Issuer shall promptly (but not later than two (2) business days thereafter) cause the return of the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled (to the extent the Shares are issued); provided that unless this Subscription Agreement has been terminated pursuant to Section 6, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2. Prior to or on the Closing Date, the Investor shall deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Shares Issuer to be issued to issue the InvestorShares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the sale Articles of Merger, which shall become effective at the Effective Time of the Shares contemplated Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement terminates, CEI hereby covenants and agrees to do all things required by Delaware law [and all things which counsel for the COMPANY advise CEI are required by applicable laws of the State of _________] in order to rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the “"Closing”") shall take place on the closing date (the "Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Funding and Consummation Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Funding and Consummation Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the Closing actually occursactions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the “Closing "Funding and Consummation Date”) is contingent upon ." During the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice period from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified Funding and Consummation Date, this Agreement may only be terminated by SPAC the parties if the underwriting agreement in respect of the Closing Notice and (ii) any other information that IPO is reasonably requested in the Closing Notice in order for the Shares to be issued terminated pursuant to the Investor, including, without limitation, terms of such underwriting agreement. This Agreement shall in any event terminate if the legal name Funding and Consummation Date has not occurred within 15 business days of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name . Time is of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)essence.

Closing. The Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing of the purchase and sale of the Shares contemplated hereby Securities (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) contemplated hereby is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the TransactionMergers. The Closing shall occur substantially on the date of, and concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to Mergers and the Purchasers will be satisfied or waived on a notified of such date that is not less than at least five (5) business days from in advance by Xxxxxxx Partners (the date on which “Closing Date”). The Closing shall occur remotely via exchange of documents and signatures. At the Closing, the Securities shall be issued and registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representing the number of Securities to be purchased by such Purchaser at such Closing Notice is delivered as set forth in Exhibit A, in each case against payment to the InvestorCompany of the purchase price therefor in full by (i) wire transfer to the Company of immediately available funds, at or prior to the Investor shall deliver Closing, in accordance with wire instructions provided by the Company to SPAC, three (3) the Purchasers at least one business days day prior to the Closing Date specified in Date, to an account to be designated by the Closing Notice Company (the “Scheduled Closing Date”which shall not be an escrow account), (iii) by exchange of indebtedness or other convertible securities of the Subscription Amount Company (including any convertible promissory notes issued by the Target Company on or after the date hereof) to the Company (in which case a Purchaser shall be deemed to have made a payment in the amount of the principal amount of the exchanged indebtedness, plus all accrued interest thereon and, in the case of convertible indebtedness, such exchange shall be deemed to have occurred in connection with the Mergers), or (iii) by any combination of such methods. On the Closing Date, the Company will issue the Securities in book-entry form, free and clear of all liens and restrictive and other legends (except as expressly provided in Section 4.11 hereof) and shall promptly thereafter provide evidence of such issuance from the Company’s Transfer Agent as of the Closing Date to each Purchaser. Unless this Agreement has been terminated pursuant to Section 7.1. the failure of the Closing to occur on the expected Closing Date shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. If the Closing does not occur within three business days after the expected Closing Date, the Company shall promptly (but no later than one business day thereafter) return to each Purchaser by wire transfer of United States dollars in immediately available funds all funds previously paid by such Purchaser to the account(s) specified by SPAC Company in respect of the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order purchase price for the Shares Securities to be issued purchased hereunder. Notwithstanding anything in this Agreement to the Investorcontrary and as may be agreed to among the Company and one or more Purchasers, including, without limitation, a Purchaser shall not be required to wire the legal name purchase price for its purchased Securities until it confirms receipt of a book-entry statement from the Transfer Agent evidencing the issuance of the person in whose name Securities to such Shares are to be issued Purchaser on and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On of the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing of the sale of the Shares transactions contemplated hereby hereunder (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares take place at the Closing upon the delivery by SPAC offices of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementXxxxx Day, “business day” shall mean a day other than a Saturday000 Xxxx 00xx Xxxxxx, Sunday or other day on which commercial banks Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 a.m. (local time in New York, New York York) on the fifth Business Day after the satisfaction or waiver of the conditions set forth in Article XI occurs (other than those conditions that by their terms are authorized to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other date or place as Purchaser and Seller may agree, it being understood that, if required by law applicable Law, Seller may request that the Closing be comprised of separate “closings” in one or more local jurisdiction(s) where the Shares, any Purchased Assets or Assumed Liabilities are being transferred and may request that Purchaser pay or cause to close (excluding as a result be paid portions of “stay at home”, “shelter-in-place”, “non-essential employee” the Initial Purchase Price and the Final Purchase Price payable in accordance with Section 3.01(a) directly or any other similar orders or restrictions or indirectly to the closure Selling Affiliate in the local currency of any physical branch locations such jurisdiction. Subject to applicable Laws, legal title, equitable title and risk of loss with respect to, the Shares, the Purchased Assets and the Assumed Liabilities will transfer to Purchaser at the direction Closing, which transfer will be deemed effective for Tax, accounting and other computational purposes as of any governmental authority so long as 12:01 a.m. (local time in the electronic funds applicable jurisdiction in which each such transfer systemsoccurs) on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)executed and delivered.

Closing. The closing purchase and issuance of the sale Initial Preferred Shares shall take place at the closing (the "Initial Closing") to be held at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 1285 Avenue of the Shares contemplated hereby (Americas, Xxx Xxxx, Xxx Xxxx 00000-0000 on the “Closing”, and second Business Day following the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation fulfillment of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction Initial Closing (other than those conditions contemplated to be satisfied fulfilled concurrently with the Initial Closing), or waived such later date on a date that is not less than five or prior to January 31, 2001 as the parties may agree (5the "Initial Closing Date"), at 10:00 a.m., New York City time. The location and time of each purchase and issuance of Additional Shares (each an "Additional Closing" and, together with the Initial Closing, the "Closings") business days shall be set forth in the written notice from the date on which Company or the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8Purchaser, as applicable. On the Closing Datecase may be, a number of Shares shall be issued referred to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share registerSection 2.1(b); provided, however, that in the obligation to issue event that the Purchaser's purchase of Preferred Shares at an Additional Closing would result in a premerger notification filing requirement (an "HSR Filing") pursuant to the Investor is contingent upon SPAC having received HSR Act, the Subscription Amount in full accordance with this Section 2. If Purchaser shall not be required to purchase and the Company shall not be required to sell such Preferred Shares at such Additional Closing does not occur within ten (10) business days following until expiration or termination of the Scheduled Closing Date specified in the Closing NoticeHSR Act waiting period, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investorand; provided, thatfurther, unless this Subscription Agreement has been terminated pursuant that such purchase shall instead close on the second Business Day after expiration or termination of the HSR Act waiting period. At each Closing, subject to Section 8 hereofthe terms and conditions set forth herein, the Company shall sell the Preferred Shares to be purchased at such return Closing to the Purchaser by delivering to the Purchaser Preferred Shares registered in the name of funds the Purchaser or its designees, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and the Purchaser shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Preferred Shares at by depositing the purchase price therefor, in cash or by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser no less than one day prior to the Additional Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)Date.

Closing. The closing of the sale sale, purchase and issuance of the Shares PIPE Securities contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrently concurrent with and be conditioned upon the effectiveness ofof the Transaction (the date the Closing so occurs, the Transaction“Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC ListCo to the Investor (the “Closing Notice”) ), that SPAC ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPACListCo, three (3) business days prior to the Closing Date anticipated closing date specified in the Closing Notice (the “Scheduled Closing Date”)Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of Shares shall be issued PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently such cause the Shares shall to be registered in book entry form with restrictive legends form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on SPACListCo’s share register; provided, however, that the ListCo’s obligation to issue the Shares PIPE Securities to the Investor is contingent upon SPAC ListCo having received the Subscription Amount in full accordance with this Section 2. If In the event the Closing does not occur within ten two (102) business days following of the Scheduled anticipated Closing Date specified in the Closing Notice, SPAC ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares PIPE Securities at the Closing upon the delivery by SPAC ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a any day other than a Saturday, Sunday or other a day on which commercial banks banking institutions in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)business.

Closing. The closing consummation of the sale of the Shares contemplated hereby and purchase pursuant to this Agreement (the “Closing”) is contemplated to occur on or before April __, and the date on which the Closing actually occurs, 2007 (the “Closing Date”) is contingent upon the consummation satisfaction of all conditions to Closing. As a condition precedent to Closing, Gunnerman agrees to cause to be delivered to Grushko & Xxxxxxx, P.C. on behalf of the Domestication and the substantially concurrent consummation Buyers new stock certificates issued to each Buyer in its Allocated Portion (each a “Reissued Certificate”). Upon receipt of the TransactionReissued Certificates by Grushko & Xxxxxxx, P.C., each Buyer agrees to wire transfer to Gunnerman its Allocated Portion of the Purchase Price in accordance with wiring instructions set forth below. Upon confirmation of delivery by a Buyer of its Allocated Portion of the Purchase Price, Grushko & Xxxxxxx, P.C. will deliver a Reissued Certificate to such Buyer. In the event Grushko & Xxxxxxx, P.C. is not reasonably satisfied that a Buyer has transmitted its proportionate amount of the Purchase Price (as provided in Schedule A hereto (“Proportionate Amount”) to Gunnerman on or before April ___, 2007, then such Buyer’s Reissued Certificate shall be promptly delivered to Gunnerman for reissuance by Borrower to Gunnerman, and such Buyer shall no longer have the right to purchase any portion of the Purchased Stock. The address for deliveries and notices to Grushko & Xxxxxxx, P.C. is 000 Xxxxx Xxxxxx, Xxxx 0000, Xxx Xxxx, XX 00000, fax: (000) 000-0000. Gunnerman and each Buyer may terminate this Agreement if the Closing has not occurred by the Closing Date. Buyer shall occur substantially concurrently with and be conditioned upon pay the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC Purchase Price by wire transfer in immediately available United States funds to the Investor following account (the “Closing NoticeSeller Account”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).):

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”, and the ) shall occur on a closing date on which the Closing actually occurs, (the “Closing Date”) is contingent specified in the Closing Notice (as defined below), and be conditioned upon the consummation of the Domestication and the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction“Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) SPAC SCS to the Investor (the “Closing Notice”) that SPAC SCS reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, the Subscription Amount three (3) business days prior to the expected Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC SCS in the Closing Notice and (ii) any other information that is reasonably requested in Notice. On the Closing Notice in order for Date, SCS shall issue the Shares to the Investor and subsequently cause the Shares to be issued to registered in book entry form in the Investor, including, without limitation, the legal name of the person Investor on the SCS share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in whose name such Shares New York, New York or governmental authorities in the Cayman Islands are authorized or required by law to be issued and close. Prior to the Closing, Investor shall deliver to SCS a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. On In the event the Transaction Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing Date does not occur within ten two (102) business days following after the Scheduled Closing Date specified in the Closing Noticeunder this Subscription Agreement, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full will be returned to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided, provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon Closing, and the Investor shall remain obligated (i) to redeliver funds to SCS following SCS’s delivery by SPAC to the Investor of a subsequent new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction. [In place of the above, the below will be included for mutual funds and other certain regulated investors: The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the anticipated closing date of the Transaction (the “Transaction Closing Date”) as specified in accordance with the Closing Notice (as defined below) (the “Closing Date”). Upon delivery of written notice from (or on behalf of) SCS to the Investor (the “Closing Notice”), that SCS reasonably expects all conditions to the closing of the Transaction to be satisfied or waived (in writing by any person who has the authority to make such waiver) on an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver, subject to the conditions set forth in this Section 2, the Subscription Amount on the specified Closing Date by wire transfer of United States dollars in immediately available funds to the account(s) specified by SCS in the Closing Notice. On the Closing Date and prior to the release of its Subscription Amount by the Investor, SCS shall issue the Shares against payment of the Subscription Amount to the Investor and cause the Shares to be registered in book entry form in the name of the Investor on SCS’s share register and will provide to the Investor evidence of such issuance from SCS’s transfer agent. For purposes of this Subscription Agreement, “business day” shall mean a day day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands are authorized or required by law to close close. Prior to the Closing upon request of SCS, Investor shall deliver to SCS a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (excluding as a result 2) business days after the expected Transaction Closing Date set forth in the Closing Notice, SCS shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to the Investor by wire transfer of “stay at home”U.S. dollars in immediately available funds to the account specified by the Investor, “shelterand any book-in-place”entries for the Shares shall be deemed repurchased and cancelled; provided that, “non-essential employee” unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or any other similar orders or restrictions or relieve the closure Investor of any physical branch locations its obligation to purchase the Shares at the direction Closing, and the Investor shall remain obligated (i) to redeliver funds to SCS following SCS’s delivery to the Investor of any governmental authority so long as a new Closing Notice and (ii) to consummate the electronic funds transfer systems, including for wire transfers, Closing substantially concurrently with the consummation of commercially banking institutions in New York, New York are generally open for use by customers on such day)the Transaction.]

Closing. (i) The closing purchase, sale and issuance of the sale Purchased Securities shall take place at one or more closings (each of the Shares contemplated hereby which is referred to in this Agreement as a “Closing”). The initial closing (the “Initial Closing”) shall occur concurrently with the execution hereof. Subject to the terms and conditions of this Agreement, the Company may sell and issue Series J Securities at a price per Series J Security no less than $1,000 at one or more subsequent closings (each, a “Subsequent Closing”), to such Persons (the “Additional Purchasers”) as may be approved by the Company. All such sales made at any Subsequent Closing shall be made on the terms and conditions set forth in this Agreement, the representations and warranties of the Company set forth in Section 2 hereof (and Schedule 2(d)) shall speak as of such Subsequent Closing, and the date on which representations and warranties of the Closing actually occurs, Additional Purchasers in Section 3 hereof shall speak as of such Subsequent Closing. The Schedule of Purchasers may be amended by the “Closing Date”) is contingent Company without the consent of the Purchasers to include any Additional Purchasers upon the consummation execution by such Additional Purchasers of a counterpart signature page hereto. Any Series J Securities sold pursuant to this Section 1(b)(i) shall be deemed to be “Purchased Securities” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Such Persons shall, upon execution and delivery of a signature page hereto, become parties to, and be bound by, this Agreement without the need for an amendment to this Agreement except to add such Person’s name to the Schedule of Purchasers, and shall have the rights and obligations hereunder as of the Domestication and the substantially concurrent consummation date of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)applicable Subsequent Closing.

Closing. (a) The closing of the sale purchase of the Shares Notes contemplated hereby is expressly conditioned upon: (1) the Company refinancing its current first lien indebtedness with JPMorgan Chase Bank, N.A., et al. pursuant to that certain Financing Agreement (the “ClosingFinancing Agreement”) to be entered into by and among the Company and its subsidiaries, as borrowers and guarantors, with TPG Specialty Lending, Inc., as agent and lead arranger, and the lenders party thereto (the loan facility contemplated by the Financing Agreement, together with the instruments and agreements contemplated thereby, collectively the “Loan Facility”); (2) the Company having entered into this Agreement and similar purchase agreements with other holders of the Notes whereby the Company shall (subject to the satisfaction of the closing conditions contained in this Agreement and such other purchase agreements) be entitled to purchase from Seller and the other holders agreeing to sell their Notes not less than an aggregate principal amount of $ of Notes (the “Minimum Threshold”) and (3) the Company obtaining the consent of the Required Holders (as defined in the Notes) to amend the definitions of “Ableco Loan Agreement” and “Foothill Loan Agreement” in the Notes as set forth in Amendment No. 1 to the Notes (the “Note Amendment”). In the event that (i) the Company has not consummated the closing contemplated by the Loan Facility by the close of business on November [ ], 2013, (ii) the Company does not execute and deliver agreements to purchase the Minimum Threshold prior to the date on which and time set forth in subclause (i) above, or (iii) the Closing actually occursCompany does not obtain the Note Amendment prior to the date and time set forth in subclause (i) above, this Agreement shall immediately terminate, the Company shall have no further obligation to purchase the Notes hereunder, and Seller shall have no further obligation to sell the Notes hereunder. Unless this Agreement is so terminated, the closing of the purchase of the Notes contemplated hereby shall take place simultaneously with the closing of the . The date the closing of the purchase of the Notes occurs is referred to herein as the “Closing Date.”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation to issue the Shares to the Investor is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing consummation of the sale of the Shares contemplated hereby assets under this Agreement (the “"Closing”, and ") shall occur on a date (the date on which the Closing actually occurs, the “"Closing Date”") is contingent upon the consummation and at a time and place designated solely by Buyer after FCC Consent (defined below), subject to satisfaction or waiver of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of, the Transaction. Upon delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”) that SPAC reasonably expects all conditions to the closing of the Transaction Closing contained herein (other than those to be satisfied or waived on at Closing), provided however, that Buyer may in its sole discretion waive the requirement that the FCC Consent become a date that is final order and elect to close at any time (upon not less than five (5) business days from days' notice to Regent) after the date release of initial FCC approval on which public notice that it has consented to the transaction contemplated hereby ("Initial Approval"). Buyer shall provide Regent with notice of the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, Date at least three (3) business days prior to the Closing, however, Buyer reserves the right to extend the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”)without penalty, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, a number of Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered in book entry form with restrictive legends in the name of the Investor on SPAC’s share register; provided, however, that the obligation Closing Date shall not be extended beyond a date which is ninety (90) days after the satisfaction or waiver of all of the conditions to issue Closing contained herein, (other than those to be satisfied at Closing). If requested by Buyer, prior to Closing the Shares parties shall hold a pre-closing conference at a time and place designated by Buyer, at which the parties shall provide (for review only) all documents to be delivered at Closing under this Agreement, each duly executed but undated, and otherwise confirm their ability to timely consummate the Closing. If Closing occurs on Initial Approval, and prior to the Investor FCC Consent becoming a final order the FCC Consent is contingent upon SPAC having received reversed or otherwise set aside pursuant to a final order of the Subscription Amount FCC (or court of competent jurisdiction), then the parties shall comply with such order in full accordance a manner that otherwise complies with this Section 2. If applicable law and returns the Closing does not occur within ten (10) business days following the Scheduled Closing Date specified in the Closing Notice, SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full parties to the Investor; provided, that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon the delivery by SPAC of a subsequent Closing Notice status quo ante in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)all material respects.