Common use of Backstop Financing Clause in Contracts

Backstop Financing. (a) As soon as reasonably practicable after the date of this Agreement, and in any event at least 10 Business Days prior to the BSAQ Extraordinary General Meeting, the Sponsor shall provide notice to the Company identifying the expected purchasers in the Backstop Subscription as described in this Section 3.10 and the Company and BSAQ shall discuss and cooperate in good faith with respect to the same. Any Person other than the Sponsor Parties designated to purchase Company Ordinary Shares in satisfaction of the obligations set forth in this Section 3.10 must be reasonably acceptable to the Company including in respect of timing required by such Person to fund its Backstop Subscription and regulatory considerations. (b) Subject to the terms and conditions of this Section 3.10, the Sponsor hereby agrees that it shall subscribe for and acquire, and/or shall procure that its designated Persons (reasonably acceptable to the Company) shall subscribe for and acquire, and the Company hereby agrees to issue and sell to the Sponsor and/or its designated Persons, Company Ordinary Shares, at a purchase price of $10.00 per share, solely to the extent necessary to fund up to the Backstop Amount (as defined below) pursuant to a subscription agreement in form and substance reasonably acceptable to the Company and the Sponsor and/or its designated Person(s) (such subscription and issuance, the “Backstop Subscription”). Notwithstanding anything to the contrary in this Agreement, the Business Combination Agreement or any other Ancillary Agreement, but subject to Section 3.10(f), the Sponsor shall not be required to fund any amount that is greater than the amount (the “Backstop Amount”) equal to (i) $30,000,000 minus (ii) the product of (A) the Redemption Price (as defined in the BSAQ Governing Document) multiplied by (B) the aggregate number of BSAQ Ordinary Shares that are not redeemed pursuant to the BSAQ Shareholder Redemption Right (the “Non-Redeemed Shares”). If the Backstop Amount is not a positive number, then the Backstop Amount shall be deemed to be zero for purposes of this Agreement. (c) If the Backstop Amount is a positive number, BSAQ and the Company shall deliver a written notice (the “Backstop Notice”) to the Sponsor, as soon as practicable after the deadline to submit the redemption request in connection with the Merger but at least five Business Days prior to the Closing setting forth: (i) the total number of the Non-Redeemed Shares; (ii) the Backstop Amount; (iii) the number of Backstop Purchase Shares equal to the quotient of (A) the Backstop Amount divided by (B) $10.00 (rounded up); and (iv) the Company’s wire instructions. (d) The Sponsor and /or its designated Persons which purchase at least $5,000,000 in value of Backstop Purchase Shares in the Backstop Subscription, as applicable, shall have certain registration rights with respect to the Backstop Purchase Shares, which shall be Registrable Securities (as defined in Registration Rights Agreement), referenced in the Registration Rights Agreement, in substantially the form attached as Annex D of the Business Combination Agreement; (e) Subject to the terms and conditions of this Section 3.10, the closing of the Backstop Subscription (“Backstop Subscription Closing”) shall occur substantially concurrently with the Closing. At the Backstop Subscription Closing: